Coeur Proposes to Acquire Wheaton River in a Stock and Cash Transaction Valued at US$3.28 (C$4.50) Per Share
28 Mai 2004 - 1:24AM
PR Newswire (US)
Coeur Proposes to Acquire Wheaton River in a Stock and Cash
Transaction Valued at US$3.28 (C$4.50) Per Share Total Transaction
Value of Approximately US$1.8 (C$2.5) Billion COEUR D'ALENE, Idaho,
May 27 /PRNewswire-FirstCall/ -- Coeur d'Alene Mines Corporation
(NYSE:CDE) today announced that it has proposed to acquire Wheaton
River Minerals Ltd. (TSX: WRM; Amex: WHT) in a stock and cash
transaction valued at US$3.28 (C$4.50) per Wheaton River share, or
a total transaction value of approximately US$1.8 (C$2.5) billion
(including US$1.9 (C$2.6) billion in equity and US$133 (C$182)
million in assumed debt less US$174 (C$238) million of cash), based
upon Coeur's closing stock price on May 27, 2004. The proposal was
made in a letter sent today by Dennis E. Wheeler, Chairman and
Chief Executive Officer of Coeur, to Ian Telfer, Chairman and Chief
Executive Officer of Wheaton River. Coeur's proposal represents a
premium of 14% to Wheaton River's closing stock price on May 27,
2004, and a premium of 25% over Wheaton River's 20-day average. The
transaction is subject to lawful termination of the existing
agreement between Wheaton River and IAMGOLD Corporation (TSX: IMG;
Amex: IAG). Dennis E. Wheeler, Chairman and Chief Executive Officer
of Coeur, said, "The combination of Coeur and Wheaton River is
truly compelling and provides superior value to both Wheaton River
and Coeur shareholders. Our combination creates the fourth largest
North American precious metals company, increases Coeur's primary
silver production by 45%, and creates a top 10 global gold producer
with among the lowest cash costs of production in the industry. The
combined company, a totally unhedged precious metals producer, will
have superior financial strength and flexibility and will provide
shareholders with leading market liquidity. This transaction would
be accretive for Coeur on all key metrics including net asset
value, cash flow and earnings per share without any consideration
of synergies. "We have the greatest respect for Ian Telfer and his
management team and we are impressed with what Wheaton River has
created in a very short time. We think Wheaton River's assets are
an excellent fit with ours and should lead to significant
synergies. We look forward to combining Wheaton River's assets,
including its strong South American and Luismin Mexican silver
operations, with Coeur's valuable operations. The combined company
would have a fully-funded, superior, organic development project
pipeline. Coeur's management team, with combined operating
experience of 300 years, looks forward to working closely with
Wheaton River's management team to achieve a transaction that is in
the best interests of both companies' shareholders," concluded Mr.
Wheeler. Attached is the complete text of the May 27, 2004 letter
from Mr. Wheeler to Mr. Telfer: "May 27, 2004 Mr. Ian Telfer
Chairman & CEO Wheaton River Minerals Ltd. 200 Burrard Street,
Suite 1560 Vancouver, BC V6C 3L6, Canada Dear Ian: On behalf of
Coeur d'Alene Mines Corporation, I am pleased to submit a firm
offer for the combination of Wheaton River Minerals and Coeur. In
the combination, holders of Wheaton River common shares will
receive for each Wheaton River share, total consideration of C$4.50
per share. Wheaton River shareholders will have the opportunity to
elect among: -- C$4.50 per Wheaton River share in cash, subject to
a maximum; or -- Coeur common shares or exchangeable shares of a
Canadian subsidiary of Coeur (with value equivalent to Coeur common
stock) at the exchange ratio ("Exchange Ratio") of 0.649 Coeur
common shares per Wheaton River common share with a value of C$4.50
per Wheaton River share based on closing share prices as at May 27,
2004. The maximum cash consideration will be C$205 million, or
C$0.50 per Wheaton River share if all Wheaton River shareholders
elect the cash option. Under the offer, warrant and option holders
of Wheaton River will receive an equivalent value of Coeur warrants
and options based on the Exchange Ratio. Coeur is prepared to enter
into an arrangement agreement setting forth the detailed terms and
provisions of the transaction, in form and substance substantially
the same as the existing Amended and Restated Arrangement Agreement
between Wheaton River and IAMGOLD Corporation dated as of April 23,
2004. Our offer is not conditional on obtaining financing or
additional due diligence. Neither is it conditioned, in any way, on
the outcome of Golden Star's recent proposal to acquire IAMGOLD. I
believe the offer made hereby is clearly superior to the previously
announced IAMGOLD transaction. Based on stock closing prices on May
27, 2004, the Coeur offer will provide Wheaton River stockholders a
total value, per Wheaton River share, of C$4.50, a C$0.45 premium
over the value of the IAMGOLD transaction. The Coeur offer is
superior based on key measures of comparison in addition to price,
as shown by the following: Coeur Offer IAMGOLD Offer Superior
Proposal 0.649 Exchange + Cash 0.55 Exchange 1. Value of Offer May
27, 2004 C$4.50 C$4.06 Coeur March 30, 2004 C$5.86 C$5.14 Coeur 2.
Cash in Offer per Share C$0.50 (C$205mm) Nil Coeur 3. Operating
Expertise 70 years Nil Coeur 4. Trading & Liquidity Liquidity
$75 mm/day $45 mm/day Coeur Pro-Forma Exchange NYSE/TSX TSX/AMEX
Coeur 5. Growth Projects Projects Contributed 2 Projects + 2
Expansion 1 Expansion - 19% Coeur - Wholly Owned minority interest
6. Profile Silver Production World's Largest Primary 6.5 mm ozs
Coeur Silver Co. Gold Production Top 10 Gold Producer Top 10 Gold
Producer - Cash Costs Cash Costs Below $125/oz Cash Costs Below -
$125/oz 7. Reserves & Resources Reserves 9 mm ozs 9 mm ozs -
Reserves + Resources 21 mm ozs 24 mm ozs - I would point out, in
addition, that based on stock values at March 30, 2004 - the
comparison standard for determining a "Superior Offer", as defined
in the Wheaton River-IAMGOLD agreement, the value of Coeur's offer
was C$5.86 per Wheaton River share, more than 9% above the C$5.40
threshold set forth in the agreement. We are confident that the
transaction will be welcomed by Coeur shareholders as well. A
combination with Wheaton River will maintain Coeur's strong balance
sheet, maintain the combined company as the world's largest primary
silver producer, and build value for shareholders as a strong, low
cost, international mining entity. The combination will provide
financial strength and flexibility, as well as significant market
liquidity. The combined company will be North America's fourth
largest precious metals company by market capitalization,
generating approximately $200 million annually in cash flow and
nearly $100 million annually in earnings. The combined company will
produce over 22 million ounces of silver, have nearly 9 million
ounces of gold equivalent reserves, and 21 million ounces of total
resources - a leading position among our peers. I want to be very
clear that this is a friendly offer. We would welcome the
participation of Wheaton directors on the board of the combined
company. Coeur understands that Wheaton River has certain
obligations under the Wheaton River-IAMGOLD agreement. At the same
time, your directors' fiduciary obligations provide ample authority
to inform your shareholders of our offer in order that they may
receive the benefit of a clearly superior transaction. Coeur
understands that a break fee may be payable if Coeur combines with
Wheaton River. If that occurs, Coeur expects that Wheaton River
will pay the break fee. Also, if both the Coeur-Wheaton River
combination and the Golden Star-IAMGOLD combination occurs, there
may be mutual break fees payable. For your information, Coeur and
Golden Star have agreed that the net amount of the two break fees
will be paid. As soon as you are in a position to do so, we are
fully prepared to respond to any questions you may have and we are
prepared to execute a legally binding arrangement agreement for the
Coeur transaction. We are separately sending a complete form of
agreement which we are prepared to enter into with Wheaton River.
Ian, we hope and expect that our proposal will move forward
expeditiously in a constructive manner that will serve the
interests of all stockholders. I look forward to your prompt
response. Very truly yours, /s/ Dennis E. Wheeler Dennis E. Wheeler
Chairman and Chief Executive Officer Coeur d'Alene Mines
Corporation" Coeur's offer is also not conditional upon obtaining
financing or due diligence. Consummation of this proposed
transaction will be subject to entering into of a definitive
agreement satisfactory to Coeur in a form substantially similar to
the existing arrangement agreement between Wheaton River and
IAMGOLD, and customary closing conditions including the absence of
any material adverse change and receipt of all applicable
regulatory, shareholder and court approvals. The Company noted that
it understands that simultaneous with its offer for Wheaton River,
Golden Star Resources Ltd. (TSX: GSC; Amex: GSS) has announced that
it has proposed a business combination with IAMGOLD Corporation.
The Company noted that its offer for Wheaton River is not
conditional upon Golden Star's transaction with IAMGOLD. CIBC World
Markets Inc. is acting as financial advisor to Coeur. Gibson, Dunn
& Crutcher LLP and Stikeman Elliott LLP are acting as legal
counsel to Coeur. Figures presented in this release are based upon
approximate current exchange rates for US and Canadian currency.
The exchange rates may vary before consummation of a transaction.
Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia. Cautionary Statement The United
States Securities and Exchange Commission permits mining companies,
in their filings with the SEC, to disclose only those mineral
deposits that a company can economically and legally extract or
produce. We use the term "resource" in this press release which the
SEC guidelines strictly prohibit us from including in our filings
with the SEC. Investors are urged to consider closely the
disclosure in our Form 10-K for the year ended December 31, 2003
and Form 10-Q for the quarter ended March 31, 2004. You can review
and obtain copies of that filing from the SEC website at
http://www.sec.gov/edgar.html. This document contains numerous
forward-looking statements relating to the Company's silver and
gold mining business. The United States Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for certain
forward-looking statements. Such forward-looking statements include
the statements above as to the impact of the proposed acquisition
on both the combined entity and the Company's shareholders. Such
statements are subject to numerous assumptions and uncertainties,
many of which are outside the Company's control. These include
negotiation and completion of a formal transaction agreement,
governmental regulatory processes, the Company's ability to
successfully integrate the operations of Wheaton River, assumptions
with respect to future revenues, expected mining program
performance and cash flows and the outcome of contingencies.
Operating, exploration and financial data, and other statements in
this document are based on information the company believes
reasonable, but involve significant uncertainties as to future gold
and silver prices, costs, ore grades, estimation of gold and silver
reserves, mining and processing conditions, the completion and/or
updating of mining feasibility studies, changes that could result
from the Company's future acquisition of new mining properties or
businesses, the risks and hazards inherent in the mining business
(including environmental hazards, industrial accidents, weather or
geologically related conditions), regulatory and permitting
matters, risks inherent in the ownership and operation of, or
investment in, mining properties or businesses in foreign
countries, as well as other uncertainties and risk factors set out
in the Company's filings from time to time with the SEC, including,
without limitation, the Company's reports on Form 10-K and Form
10-Q. Actual results and timetables could vary significantly from
the estimates presented. Readers are cautioned not to put undue
reliance on forward-looking statements. The Company disclaims any
intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events
or otherwise. This communication is neither an offer to purchase
nor a solicitation of an offer to sell shares of Wheaton River or
Coeur. This communication is not a solicitation of a proxy from any
security holder of Coeur d'Alene Mines Corporation or Wheaton River
Minerals Ltd. If a transaction is agreed upon or an offer
commenced, Coeur will file a proxy statement/prospectus and any
other relevant documents concerning the proposed transaction with
Wheaton River with the SEC and the securities commissions or
equivalent regulatory authorities in Canada. YOU ARE URGED TO READ
ANY SUCH PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH
THE SEC AND THE SECURITIES COMMISSIONS OR EQUIVALENT REGULATORY
AUTHORITIES IN CANADA BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain any such proxy
statement/prospectus (if and when it becomes available) and any
other documents filed with the SEC free of charge at the SEC's
website, http://www.sec.gov/. In addition, you may obtain the proxy
statement/prospectus (if and when it becomes available) and the
other documents filed by Coeur with the SEC by requesting them in
writing from, 400 Coeur d'Alene Mines Building, 505 Front Avenue,
Coeur d'Alene, Idaho 83814, Attn: Investor Relations, tel: (208)
667-3511. Public Teleconference: Coeur will hold a conference call
tomorrow, May 28, 2004 at 9:15 a.m. EDT to discuss its proposal for
Wheaton River. To access the conference call, listeners calling
from within North America should dial (888) 796-2701 at least 10
minutes prior to the start of the conference. Those wishing to
access the call from outside North America should dial (706)
679-5633. A slide presentation and webcast of the conference call
will be available at http://www.coeur.com/ . Contacts: James A.
Sabala Chief Financial Officer 208-769-8152 Mitchell J. Krebs Vice
President Of Corporate Development 773-388-2902 Joele Frank /
Jennifer Felber Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
DATASOURCE: Coeur d'Alene Mines Corporation CONTACT: James A.
Sabala, Chief Financial Officer, +1-208-769-8152, or Mitchell J.
Krebs, Vice President of Corporate Development, +1-773-388-2902,
both of Coeur d'Alene Mines Corporation; or Joele Frank or Jennifer
Felber, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449, for Coeur d'Alene Mines Corporation Web site:
http://www.coeur.com/
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