Agnico-Eagle commences formal take-over bid to acquire Grayd

Agnico-Eagle commences formal take-over bid to acquire Grayd

PR Newswire

(All amounts expressed in Canadian dollars unless otherwise noted)

TORONTO, Oct. 13, 2011 /PRNewswire/ – Agnico-Eagle Mines Limited
(“Agnico-Eagle”) (NYSE & TSX: AEM) and Grayd Resource Corporation
(“Grayd”) (TSX-V: GYD & OTCQX: GYDRF) jointly announced today that
Agnico-Eagle has formally commenced its previously announced take-over
bid (the “Offer”) to acquire all of the outstanding common shares of
Grayd at a price of $2.80 per share. The Offer represents a premium of
65.7% to the volume weighted average price of Grayd shares on the TSX
Venture Exchange for the 20-day period ended September 16, 2011 (the
last trading day prior to announcement of Agnico-Eagle’s intention to
make the Offer).

Pursuant to the Offer, Grayd shareholders will be entitled to receive,
at their option, for each Grayd share they own, either $2.80 in cash or 0.04039 of an Agnico-Eagle share and $0.05 in cash, in each case
subject to pro ration. The maximum amount of cash payable by
Agnico-Eagle under the Offer will be equal to one-third of the total
consideration (approximately $92 million). The maximum number of shares
issuable by Agnico-Eagle under the Offer will be approximately 2.7
million (based on the number of Grayd shares outstanding on September
19, 2011
on a fully-diluted basis), or approximately 1.4% of
Agnico-Eagle’s outstanding shares on a fully-diluted basis. The Offer
is subject to customary conditions, including that a minimum of 66 2/3%
of the outstanding Grayd shares (on a fully-diluted basis) are tendered
to the Offer.

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on
November 18, 2011, unless the Offer is extended or withdrawn.

The board of directors of Grayd, upon the unanimous recommendation of
its Special Committee, has unanimously approved Agnico-Eagle’s
acquisition of Grayd pursuant to the Offer and has unanimously
recommended that Grayd shareholders tender their shares to the Offer.
The recommendation of the Grayd board is supported by a fairness
opinion provided by Desjardins Securities Inc. to the Special
Committee.

The formal offer to purchase and take-over bid circular and the related
letter of transmittal and notice of guaranteed delivery (collectively,
the “Offer Documents”), containing the terms and conditions of the
Offer and instructions for tendering Grayd shares, together with
Grayd’s directors’ circular, are in the process of being mailed to
Grayd shareholders and will be filed today with the applicable
securities regulators and will be available on SEDAR at www.sedar.com under Grayd’s profile.

The depositary for the Offer is Computershare Trust Company of Canada
(the “Depositary”) and the information agent for the Offer is Kingsdale
Shareholder Services Inc. (the “Information Agent”). Questions and
requests for assistance, including assistance with respect to tendering
your Grayd shares to the Offer, or requests for additional copies of
the Offer Documents, may be directed to the Depositary at
1-800-564-6253 (corporateactions@computershare.com) or the Information Agent at 1-800-749-9197 (contactus@kingsdaleshareholder.com).

Agnico-Eagle has engaged TD Securities Inc. as its financial advisor and
Davies Ward Phillips & Vineberg LLP as its legal advisor in connection
with the Offer. Grayd has engaged Canaccord Genuity Corp. as its
financial advisor and Cassels Brock & Blackwell LLP as its legal
advisor in connection with the Offer.

About Agnico-Eagle

Agnico-Eagle is a long established, Canadian headquartered gold producer
with operations located in Canada, Finland and Mexico and exploration
and development activities in Canada, Finland, Mexico and the United
States
. Agnico-Eagle has full exposure to higher gold prices
consistent with its policy of no forward gold sales and maintains a
corporate strategy based on increasing shareholders’ exposure to gold
on a per share basis. It has paid a cash dividend for 29 consecutive
years.

About Grayd

Grayd is a growth-oriented junior natural resource company focused
primarily on exploring and developing a large land position in Mexico
which is highly prospective for gold and silver mineralization.

U.S. Shareholders

This press release does not constitute an offer to purchase or sell or a
solicitation of an offer to sell or purchase shares of Grayd or
Agnico-Eagle made to any person in the United States of America, its
possessions and other areas subject to its jurisdiction or to, or for
the account or benefit of, a U.S. person (as defined in Regulation S
under the United States Securities Act of 1933, as amended). The Offer will be made to these persons solely under the
registration statement and the Offer Documents that Agnico-Eagle
expects to file with the United States Securities and Exchange
Commission (the “SEC”). U.S. investors and securityholders are advised
to read these documents carefully when they become available, because
they will include important information regarding the Offer. At that
time, investors and securityholders may obtain a free copy of the Offer
Documents from the SEC’s website at www.sec.gov.Free copies of these documents can also be obtained by directing a
request to Agnico-Eagle. INVESTORS AND SECURITYHOLDERS SHOULD READ THE
OFFER DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
OFFER.

SOURCE Agnico-Eagle Mines Limited

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