An anonymous director of Goldcorp reports
GOLDCORP COMMENCES SUPPORTED TAKE-OVER BID FOR EXETER
Further to its press release of March 28, 2017, Goldcorp Inc. has formally commenced an offer supported by the board of directors of Exeter Resource Corp. to acquire all of the issued and outstanding shares of Exeter. Exeter shareholders will be entitled to receive 0.12 of a common share of Goldcorp for each Exeter common share held which represents a premium of 67 per cent based on Goldcorp's and Exeter's closing prices on the Toronto Stock Exchange on March 27, 2017, the last day of trading prior to the joint announcement of the acquisition. The total consideration being offered for all of the issued and outstanding shares of Exeter is approximately $247-million (on a fully diluted basis).
The offer will be open for acceptance until
p.m. EDT on
May 26, 2017, unless extended or withdrawn.
The board of directors of Exeter, on the unanimous recommendation of its special committee, has unanimously approved Goldcorp's acquisition of Exeter pursuant to the offer and has unanimously recommended that Exeter shareholders tender their shares to the offer. All of the directors and officers of Exeter, representing approximately 11 per cent of Exeter's outstanding shares, have agreed to tender their shares to the offer. The recommendation of the Exeter board and special committee is supported by fairness opinions provided by each of Scotiabank and Paradigm Capital Inc.
The full details of the offer are set out in the takeover bid circular and accompanying offer documents, which Goldcorp has filed with the Canadian securities regulatory authorities and are available on SEDAR under Exeter's profile. Concurrently, Goldcorp has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form F-10, which contains a prospectus relating to the offer, and a tender offer statement on Schedule TO. Materials filed with the SEC are available electronically without charge at the SEC's website and may also be obtained without charge at Goldcorp's website. Today, Goldcorp mailed the offer documents, together with Exeter's directors' circular, to Exeter's shareholders, registered holders of convertible securities and other persons who are entitled to receive those documents under applicable laws.
The offer is subject to certain customary conditions including, without limitation (i) more than
66-2/3rds per cent of the Exeter shares having been validly deposited under the offer and not withdrawn, and (ii) there not having occurred (in the judgment of Goldcorp) any material adverse effect in respect of Exeter. In addition, the offer is subject to a non-waivable statutory condition that more than 50 per cent of the outstanding Exeter common shares, excluding those common shares beneficially owned, or over which control or direction is exercised, by Goldcorp or by any person acting jointly or in concert with Goldcorp, shall have been validly deposited to the offer and not withdrawn. The offer will be extended for a period of not less than 10 days after Goldcorp first takes up shares under the offer and may be further extended.
This news release is not a substitute for the offer documents, the prospectus, the registration statement or the schedule TO.
Exeter shareholders and other interested parties are urged to read these documents, all documents incorporated by reference, all other applicable documents and any amendments or supplements to any such documents because each will contain important information about Goldcorp, Exeter and the offer.
The depositary for the offer is CST Trust Company, the information agent for the offer is Kingsdale Advisors and the dealer-manager is TD Securities Inc. Questions and requests for assistance, including assistance with respect to tendering your Exeter shares to the offer, or requests for additional copies of the offer documents, may be directed to Kingsdale at 1-866-851-2743 (firstname.lastname@example.org).
Advisers and counsel
Goldcorp's financial adviser is TD Securities Inc., and its legal advisers are Cassels Brock & Blackwell LLP in Canada, Neal, Gerber & Eisenberg LLP in the United States, and Cariola Diez Perez-Cotapos in Chile.
About Goldcorp Inc.
Goldcorp is a senior gold producer focused on responsible mining practices with safe, low-cost production from a high-quality portfolio of mines.
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