Mr. Chuck Jeannes of Goldcorp reports
GOLDCORP ANNOUNCES OFFER TO ACQUIRE OSISKO FOR C$5.95 PER SHARE IN CASH AND SHARES
Goldcorp Inc. intends to commence an offer to acquire all of
the outstanding common shares of Osisko Mining Corp. for approximately $2.6-billion in
cash and shares.
All amounts are in United States dollars unless stated otherwise.
Under the terms of the offer, Osisko shareholders will be entitled to
receive 0.146 of a Goldcorp common share plus $2.26 in cash for each
Osisko common share. Based on Goldcorp's Toronto Stock Exchange closing share price of
$25.29 on Jan. 10, 2014, the total consideration offered to Osisko
shareholders is $5.95 per Osisko common share, representing a premium
of 28 per cent over the 20-day volume-weighted average share price of Osisko
from all trading on Canadian exchanges for the period ending Jan.
10, 2014, and a premium of 15 per cent over Osisko's TSX closing share price on
Jan. 10, 2014.
Transaction highlights:
-
Consistent with Goldcorp's strategy of disciplined portfolio
enhancement, focus on gold and investment in low-political-risk
jurisdictions;
-
Large, approximately 10-million-ounce gold reserve (1) that, with Goldcorp's financial and technical resources, should support
a long mine life and low all-in sustaining costs;
- Immediately accretive on key per-share metrics, including free cash
flow, operating cash flow, net asset value, gold production and gold
reserves;
- Provides Goldcorp with immediate free cash flow as it completes the
construction and ramp-up of its key growth projects at Cerro Negro,
Eleonore and Cochenour over the next 18 months;
- Addition of a high-quality operating mine in the prolific Abitibi mining
district of Quebec;
- Leverages Goldcorp's existing investments in Quebec and Ontario with
opportunity for corporate and regional synergies.
"From a financial and strategic perspective, this offer represents a
compelling transaction that is consistent with our strategy of
improving the overall quality of our portfolio," said Chuck Jeannes,
Goldcorp president and chief executive officer. "Goldcorp shareholders
will benefit from a long-lived, high-quality gold mine with low all-in
sustaining costs capable of generating long-term free cash flows. We
are particularly pleased to be making a further substantial investment
in the province of Quebec, one of the best mining jurisdictions in the
world. With our world-class Eleonore project in Northern Quebec due to
commence production later this year, Goldcorp will be the largest gold
producer in the province, with the resources to continue building
collaborative, long-term relationships while leveraging corporate and
regional synergies."
Benefits to Osisko shareholders
Goldcorp believes the offer is attractive to Osisko shareholders for the
following reasons:
- Immediate premium:
- The offer represents a premium of 28 per cent over the 20-day volume-weighted
average share price of Osisko and a premium of 15 per cent over Osisko's
closing price on Jan. 10, 2014.
- Greater liquidity, dividend participation and meaningful ownership in
the industry leader:
- Consideration is composed of cash and highly liquid Goldcorp shares that provide a meaningful
ownership stake in one of the lowest-cost, highest-growth senior gold
producers, and allows Osisko shareholders to participate in Goldcorp's
monthly dividend.
- Exposure to Goldcorp's high-quality asset portfolio and industry-leading
growth profile:
- Osisko shareholders will gain exposure to Goldcorp's suite of low-cost
mines and development projects and participate in Goldcorp's strong
production growth profile.
- Disciplined and focused management team with a proven record of
value creation:
- Goldcorp's experienced and proven management team will help ensure
optimum performance of Canadian Malartic for the benefit of all
stakeholders.
- Continued participation in Osisko's assets:
- Osisko shareholders will continue to benefit from any future increases
in value associated with operational improvements at Canadian Malartic
and Osisko's other properties.
- Operational and strategic synergies:
- Osisko shareholders will benefit from synergies with Goldcorp's
existing investments in Quebec and Ontario.
- Eliminates single-asset operating and financial risks:
- Osisko shareholders will benefit from exposure to Goldcorp's
diversified portfolio and financial strength.
"This combination offers excellent strategic value as Canadian Malartic
and its talented operating team will benefit from Goldcorp's strong
financial position, technical expertise, and commitments to safety and
sustainability," added Mr. Jeannes. "Our clear preference remains to
engage with Osisko, as we strongly believe in the compelling strategic
and financial merits of this transaction to the mutual benefit of both
companies' shareholders."
About the offer
This offer will be open for acceptance until 5 p.m. EST on Feb.
19, 2014, unless extended or withdrawn. The offer will be subject to
customary conditions, including the acceptance by Osisko shareholders
owning not less than 66-2/3 per cent of Osisko shares outstanding on a
fully diluted basis, confirmation to the satisfaction of Goldcorp that
the Osisko shareholder rights plan will not adversely affect the offer,
no material adverse change in Osisko and receipt of all necessary
regulatory approvals. The offer will not require the approval of
Goldcorp's shareholders, and Goldcorp has obtained a $1.25-billion
non-revolving term credit facility from Scotiabank, which, together with
cash on hand of approximately $620-million and an undrawn $2-billion
credit facility, will be sufficient to finance the cash portion of the
offer.
The full details of the offer will be set out in the takeover bid
circular and accompanying documents, which will be filed by Goldcorp
with the Canadian provincial securities regulators and will be
available for review on Goldcorp's website and on SEDAR.
Advisers and counsel
GMP Securities LP and Scotiabank are acting as financial advisers to
Goldcorp, and Cassels Brock and Blackwell LLP and Neal, Gerber &
Eisenberg LLP are providing legal advice.
Information agent
D.F. King & Co. Inc. is acting as information agent to Goldcorp.
Conference call and webcast
A conference call will be held on Jan. 13, 2014, at 7 a.m. (PST) to
discuss the proposed Osisko transaction. Participants may join the call
by dialling toll-free 1-888-789-9572 or 416-695-7806 for calls from
outside Canada and the United States. The passcode is 6555665. A recorded playback of
the call can be accessed after the event until Feb. 13, 2014, by
dialling 1-800-408-3053 or 905-694-9451 for calls outside Canada and the
United States. The passcode is 7645692. A live and archived audio webcast will also
be available at the company's website.
(1) Total proven and probable mineral reserves are as at Jan. 1, 2013,
and are estimated at 310.6 million tonnes at 1.01 grams per tonne gold for 10.1
million ounces. Source: Osisko news release dated Feb. 19, 2013 --
"Osisko Updates Reserves at Canadian Malartic" -- available under
Osisko's profile at SEDAR.
We seek Safe Harbor.
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