19:24:29 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



Osisko Mining Corp
Symbol OSK
Shares Issued 439,239,298
Close 2014-01-13 C$ 6.24
Market Cap C$ 2,740,853,220
Recent Sedar Documents

Goldcorp bids $2.6-billion (U.S.) for Osisko

2014-01-13 07:06 ET - News Release

See News Release (C-G) Goldcorp Inc (2)

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.

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