Agnico-Eagle and Grayd enter into a definitive agreement whereby Agnico-Eagle will acquire Grayd
PR Newswire
TORONTO, Sept. 19, 2011
(All amounts expressed in Canadian dollars unless otherwise noted)
TORONTO, Sept. 19, 2011 /PRNewswire/ – Agnico-Eagle Mines Limited (“Agnico-Eagle”) (NYSE & TSX: AEM) and Grayd Resource Corporation
(“Grayd”) (TSX-V: GYD & OTCQX: GYDRF) jointly announce that they have
entered into an acquisition agreement, pursuant to which Agnico-Eagle
has agreed to offer to acquire all of the outstanding common shares of
Grayd at $2.80 per share by way of a take-over bid. The transaction is
valued at approximately $275 million on a fully-diluted basis. The
offer price of $2.80 per Grayd share 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 the transaction).
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.
Grayd owns a 100% interest in the La India project located in the
Mulatos Gold Belt of Sonora, Mexico (approximately 70 kilometres
northwest of Agnico-Eagle’s Pinos Altos gold mine). The project hosts a
National Instrument 43-101 compliant measured and indicated gold
resource1 of 26.8 million tonnes at a grade of 0.88 gram per tonne (“g/t”), and
an inferred gold resource of 19.7 million tonnes at a grade of 0.80
g/t.
Grayd recently discovered the Tarachi gold porphyry prospect located
approximately 10 kilometres north of the La India project. Both
projects are located in a large package of exploration concessions that
total approximately 54,000 hectares.
“This acquisition is consistent with our long-term strategy of building
value by bringing our mine development and exploration skills to
promising early stage gold deposits and projects. The Grayd properties
will benefit from the construction and operating experience gained at
our Pinos Altos mine” said Sean Boyd, Vice-Chairman and CEO of
Agnico-Eagle. “It is expected that La India and, further out
potentially Tarachi, will contribute to the ongoing growth in
Agnico-Eagle’s gold production and cash flows reflecting the high
quality of work performed by Grayd”, added Mr. Boyd.
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 is recommending that
Grayd shareholders tender their shares to Agnico-Eagle’s offer. The
recommendation of the Grayd board is supported by a fairness opinion
provided by Desjardins Securities Inc. to the Special Committee. Grayd
has engaged Canaccord Genuity Corp. as its financial advisor and
Cassels Brock & Blackwell LLP as its legal advisor in connection with
the offer. Agnico-Eagle has engaged TD Securities Inc. as its
financial advisor in connection with the offer.
“Thanks to the hard work and dedication of our team, our Mexican
properties have advanced to the stage that it is time for us to join
with a fully funded and well established mine builder like Agnico-Eagle
for their final stage of development into gold mines” said Marc
Prefontaine, President and CEO of Grayd. “We look forward to
participating in the ongoing success of Agnico-Eagle and believe that
the exploration potential of these properties will be fully revealed in
the coming years” added Mr. Prefontaine.
All directors and officers of Grayd (representing approximately 8.0% of
the outstanding Grayd shares on a fully-diluted basis) have agreed
under lock-up agreements with Agnico-Eagle, to tender their shares to
the offer, including shares issuable on the exercise of options held.
Full details of the offer will be included in Agnico-Eagle’s take-over
bid circular, which is expected to be mailed with related documents to
Grayd shareholders by early October, together with a directors’
circular which will set out the Grayd board’s unanimous recommendation
that Grayd shareholders accept the offer. The offer will be open for
acceptance for a minimum of 35 days following the date of mailing. The
offer will be subject to certain customary conditions, including there
being deposited under the offer and not withdrawn at the expiry time of
the offer such number of Grayd shares that represents at least two
thirds of the outstanding Grayd shares (calculated on a fully-diluted
basis) and the absence of a material adverse change with respect to
Grayd. The acquisition agreement provides for the payment, in certain
circumstances, of a $10 million break fee to Agnico-Eagle.
Concurrently with the signing of the acquisition agreement, Agnico-Eagle
and Grayd entered into a credit agreement, pursuant to which
Agnico-Eagle has agreed to make available to Grayd a non-revolving term
loan of $5 million, of which $600,000 has already been advanced, on a
senior unsecured basis with a maturity date of August 13, 2012. Grayd
intends to use the proceeds of the loan to fund its ongoing exploration
program on its La India property in Sonora, Mexico. Grayd’s
obligations under the credit agreement are guaranteed by Grayd’s
Mexican subsidiary. Interest on the loan is payable semi-annually at a
rate of 7.5% per annum, compounded semi-annually in arrears. The
credit agreement contains customary covenants and events of default,
including an event of default on the failure of Grayd to perform,
observe or comply with any of the covenants or obligations contained in
the acquisition agreement. The loan may be repaid at any time without
penalty.
Copies of the acquisition agreement, lock-up agreements, credit
agreement, take-over bid circular, directors’ circular and certain
related documents will be filed with securities regulators and will be
available on SEDAR at www.sedar.com.
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.
Hans Smit, P.Geo., Vice President Exploration for Grayd, is the
Qualified Person that approved the disclosure relating to scientific
and technical information of Grayd in this press release.
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, offer to purchase, prospectus and other 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 stockholders may
obtain a free copy of the offer to purchase, prospectus, the related
letter of transmittal and certain other 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. YOU SHOULD READ THE OFFER TO PURCHASE,
PROSPECTUS AND OTHER OFFER DOCUMENTS CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE OFFER.
Cautionary Note to Investors Concerning Estimates of Measured and
Indicated Mineral Resources
This document uses the terms “measured mineral resources” and “indicated
mineral resources”. Investors are advised that while those terms are
recognized and required by Canadian regulations, the SEC does not
recognize them. Investors are cautioned not to assume that any part or all of mineral
deposits in these categories will ever be converted into mineral
reserves.
Cautionary Note to Investors Concerning Estimates of Inferred Mineral
Resources
This document uses the term “inferred mineral resources”. Investors are
advised that while this term is recognized and required by Canadian
regulations, the SEC does not recognize it. “Inferred mineral
resources” have a great amount of uncertainty as to their existence and
as to their economic and legal feasibility. It cannot be assumed that
any part or all of an inferred mineral resource will ever be upgraded
to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or
pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that any part or all of an
inferred mineral resource exists, or is economically or legally
mineable.
Forward-looking statements
The information in this press release has been prepared as at September
19, 2011. Certain statements contained in this press release constitute
“forward-looking statements” within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and forward looking
information under the provisions of Canadian provincial securities
laws. When used in this document, words such as “expect”, “will”,
“estimated”, “estimates”, “anticipated”, “believe”, “projected” and
similar expressions are intended to identify forward-looking statements
or information.
Such statements and information include without limitation statements
regarding expectations as to the anticipated timing, completion and
settlement of the transaction, the anticipated timing of the mailing of
the offer materials, the estimated mineral resources at Grayd’s
properties, the ongoing growth of Agnico-Eagle’s gold production and
cash flows, Grayd’s use of the proceeds borrowed under the credit
agreement, and other benefits of the transaction containing
forward-looking information.
This forward-looking information is subject to numerous risks,
uncertainties and assumptions, certain of which are beyond the control
of Grayd and/or Agnico-Eagle, including risks relating to acquisitions,
including, without limitation, the parties may be unable to complete
the acquisition or completing the acquisition may be more costly than
expected because, among other reasons, conditions to the closing of the
acquisition may not be satisfied; problems may arise with the ability
to successfully integrate the businesses of Agnico-Eagle and Grayd; the
parties may be unable to obtain regulatory approvals required for the
acquisition; Agnico-Eagle may not be able to achieve the benefits from
the acquisition or it may take longer than expected to achieve those
benefits; and the acquisition may involve unexpected costs or
unexpected liabilities. Other risks include the impact of general
economic conditions; industry conditions; volatility of metals prices;
volatility of commodity prices; currency fluctuations; mining risks;
risks associated with foreign operations; governmental and
environmental regulation; competition from other industry participants;
the lack of availability of qualified personnel or management; stock
market volatility; the ability of Agnico-Eagle to complete or
successfully integrate an announced acquisition proposal; unexpected
costs or unexpected liabilities related to the acquisition; and failure
to obtain required regulatory approvals, including stock exchange
approvals. Readers are cautioned that the material assumptions used in
the preparation of such information, although considered reasonable at
the time of preparation, may prove to be imprecise. Actual results,
performance or achievement could differ materially from those expressed
in, or implied by, this forward-looking information and, accordingly,
no assurance can be given that any of the events anticipated by the
forward-looking information will transpire or occur, or if any of them
do so, what benefits that Grayd and/or Agnico-Eagle will derive
therefrom. Agnico-Eagle and Grayd disclaim any intention or obligation
to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise except as
required by applicable securities laws. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts any responsibility
for the adequacy or accuracy of this release. The issuance of shares
under the transaction is subject to TSX acceptance or approval.
1 For additional information, see the report entitled “Preliminary Economic Assessment, La India Gold Project, Municipio of Sahuaripa, Sonora, Mexico”, dated December 6, 2010 filed under Grayd’s profile on SEDAR. The cut-off grade used in this estimate was 0.40 grams per tonne of gold. |
SOURCE Agnico-Eagle Mines Limited
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