Goldcorp announces offer to acquire Osisko for C$5.95 per share in cash and shares

Goldcorp announces offer to acquire Osisko for C$5.95 per share in cash and shares

PR Newswire

TSX: G NYSE: GG

(All Amounts in U.S. dollars unless stated otherwise)

VANCOUVER, Jan. 13, 2014 /PRNewswire/ – GOLDCORP INC. (TSX: G, NYSE: GG) today announced that it intends to commence an offer to acquire all of
the outstanding common shares of Osisko Mining Corporation (“Osisko”)
(TSX: OSK, Deutsche Boerse: EWX) for approximately C$2.6 billion in
cash and shares (the “Offer”).

Under the terms of the Offer, Osisko shareholders will be entitled to
receive 0.146 of a Goldcorp common share plus C$2.26 in cash for each
Osisko common share. Based on Goldcorp’s TSX closing share price of
C$25.29 on January 10, 2014, the total consideration offered to Osisko
shareholders is C$5.95 per Osisko common share representing a premium
of 28% over the 20-day volume-weighted average share price of Osisko
from all trading on Canadian exchanges for the period ending January
10, 2014
and a premium of 15% over Osisko’s TSX closing share price on
January 10, 2014.

Transaction Highlights

  • Consistent with Goldcorp’s strategy of disciplined portfolio
    enhancement, focus on gold and investment in low political risk
    jurisdictions.
  • Large ~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,
    Él onore and Cochenour over the next eighteen months.
  • Addition of a high-quality operating mine in the prolific Abitibi mining
    district of Qu bec.
  • Leverages Goldcorp’s existing investments in Qu bec 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 Qu bec, one of the best mining jurisdictions in the
world. With our world-class Él onore project in Northern Qu bec 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% over the 20-day volume-weighted
    average share price of Osisko and a premium of 15% over Osisko’s
    closing price on January 10, 2014.

  • Greater Liquidity, Dividend Participation and Meaningful Ownership in
    the Industry Leader:
    Consideration is comprised 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 Track 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 Qu bec 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 5:00 p.m. EST on February
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% 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 fund 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 at www.goldcorp.com and on SEDAR at www.sedar.com.

Advisors and Counsel

GMP Securities L.P. and Scotiabank are acting as financial advisors 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 January 13, 2014 at 7 a.m. (PST) to
discuss the proposed Osisko transaction. Participants may join the call
by dialing toll free 1-888-789-9572 or 416-695-7806 for calls from
outside Canada and the US. Passcode: 6555665. A recorded playback of
the call can be accessed after the event until February 13, 2014 by
dialing 1-800-408-3053 or 905-694-9451 for calls outside Canada and the
US. Pass code: 7645692. A live and archived audio webcast will also
be available at www.goldcorp.com.

About Goldcorp

Goldcorp is one of the world’s fastest growing senior gold producers.
Its low-cost gold production is located in safe jurisdictions in the
Americas and remains 100% unhedged.

(1) Total proven and probable mineral reserves are as at January 1, 2013
and are estimated at 310.6 million tonnes at 1.01 g Au/t for 10.1
million ounces. Source: Osisko press release dated February 19, 2013
“Osisko Updates Reserves at Canadian Malartic”, available under
Osisko’s profile at www.sedar.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains “forward-looking statements”, within the
meaning of Section 27A of the United States Securities Act of 1933, as
amended, Section 21E of the United States Exchange Act of 1934, as
amended, and the United States Private Securities Litigation Reform Act
of 1995 and applicable Canadian securities legislation, concerning the
business, operations and financial performance and condition of
Goldcorp Inc. (“Goldcorp”). Forward-looking statements include, but are
not limited to, statements with respect to the future price of gold,
silver, copper, lead and zinc, the estimation of mineral reserves and
resources, the realization of mineral reserve estimates, the timing and
amount of estimated future production, costs of production, capital
expenditures, costs and timing of the development of new deposits,
success of exploration activities, permitting time lines, hedging
practices, currency exchange rate fluctuations, requirements for
additional capital, government regulation of mining operations,
environmental risks, unanticipated reclamation expenses, timing and
possible outcome of pending litigation, title disputes or claims and
limitations on insurance coverage. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology
such as “plans”, “expects”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “seeks”, “anticipates”,
“believes” or variations or comparable language of such words and
phrases or statements that certain actions, events or results “may”,
“could”, “would”, “should”, “might”, or “will”, “occur” or “be
achieved” or the negative connotation thereof.

Forward-looking statements are made based upon certain assumptions and
other important factors that, if untrue, could cause the actual
results, performances or achievements of Goldcorp to be materially
different from future results, performances or achievements expressed
or implied by such statements. Such statements and information are
based on numerous assumptions regarding present and future business
strategies and the environment in which Goldcorp will operate in the
future, including the price of gold, anticipated costs and ability to
achieve goals. Certain important factors that could cause actual
results, performances or achievements to differ materially from those
in the forward-looking statements include, among others, gold price
volatility, discrepancies between actual and estimated production,
mineral reserves and resources and metallurgical recoveries, mining
operational and development risks, litigation risks, regulatory
restrictions (including environmental regulatory restrictions and
liability), activities by governmental authorities (including changes
in taxation), currency fluctuations, the speculative nature of gold
exploration, the global economic climate, dilution, share price
volatility, competition, loss of key employees, additional funding
requirements and defective title to mineral claims or property.
Although Goldcorp believes its expectations are based upon reasonable
assumptions and has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended.

Forward-looking statements are subject to known and unknown risks,
uncertainties and other important factors that may cause the actual
results, level of activity, performance or achievements of Goldcorp to
be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks related
to the integration of acquisitions; risks related to international
operations, including economic and political instability in foreign
jurisdictions in which Goldcorp operates; risks related to current
global financial conditions; risks related to joint venture operations;
actual results of current exploration activities; environmental risks;
future prices of gold, silver, copper, lead and zinc; possible
variations in ore reserves, grade or recovery rates; mine development
and operating risks; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing or in the completion of development or construction
activities; risks related to indebtedness and the service of such
indebtedness, as well as those factors discussed in the section
entitled “Description of the Business – Risk Factors” in Goldcorp’s
annual information form for the year ended December 31, 2012 and other reports available at www.sedar.com. Although Goldcorp has attempted to identify important factors that
could cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. Forward-looking
statements are made as of the date hereof and accordingly are subject
to change after such date. Except as otherwise indicated by Goldcorp,
these statements do not reflect the potential impact of any
non-recurring or other special items or of any dispositions,
monetizations, mergers, acquisitions, other business combinations or
other transactions that may be announced or that may occur after the
date hereof. Forward-looking statements are provided for the purpose
of providing information about management’s current expectations and
plans and allowing investors and others to get a better understanding
of our operating environment. Goldcorp does not intend or undertake to
publicly update any forward-looking statements that are included in
this document, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities laws.

The information in this press release concerning Osisko and Osisko’s
assets and projects is based on publicly-available information and has
not been independently verified by Goldcorp. Osisko has not reviewed
the press release and has not confirmed the accuracy and completeness
of the information in respect of Osisko contained herein.

SOURCE Goldcorp Inc.

Be the first to comment

Leave a Reply