Goldcorp Inc. – Unanswered questions on Osisko/Yamana proposal

Goldcorp Inc. – Unanswered questions on Osisko/Yamana proposal

PR Newswire

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

VANCOUVER, April 14, 2014 /PRNewswire/ – GOLDCORP INC. (TSX: G, NYSE: GG) today announced that it has reviewed the recently-filed agreements and
documentation relating to the proposed alternative transaction that
were publicly-disclosed for the first time on Friday April 11, 2014 by
Osisko Mining Corporation (“Osisko”) and Yamana Gold Inc. (“Yamana”).
Based on numerous questions received from Osisko shareholders trying to
compare the alternative transaction to the Goldcorp offer, the review
has identified a number of important aspects of this highly-complex
transaction that were not previously publicly disclosed by Osisko or
Yamana in the press release of April 2, 2014 announcing the
transaction.

As Osisko shareholders evaluate the Osisko/Yamana proposal, a number of
important questions remain that should be clarified by Osisko and
Yamana in order to allow shareholders to properly determine their
financial impact:

Is the gold streaming aspect of the transaction more extensive than
first disclosed?
Included in the agreement is an option for the Canada Pension Plan Investment Board (“CPPIB”) to convert up to $275
million
of its $425 million debt facility into a gold stream on the
same terms as the arrangement with La Caisse de d pôt et placement du
Qu bec (“CDP”). As a result, the total gold stream can be increased to
50,000 ounces per annum from the previously-disclosed 37,500 ounces per
annum.

Could such an expansion of the gold stream lead to additional debt
placed on the partnership?
If CPPIB elects to convert a portion of its loan into a gold stream,
CDP has the right to lend the partnership an amount equal to the amount
converted on the same terms as the CPPIB loan. In addition, there may
be other debt repayment triggers in the agreement with the potential to
place further debt pressure on the partnership.

Is total consideration provided to CPPIB and CDP related to the gold
stream and loan agreements larger than previously disclosed?
The documentation provides that the proposed Osisko “Stubco” would issue
previously undisclosed warrants to CDP and CPPIB equal to 1.84% and
2.85%, respectively, of its pro forma shares.

What is the full impact of loan repayments on Malartic’s cash flow and
dividends?
The Malartic partnership will be obligated to make principal payments of
$51 million per year commencing in September of this year, thereby
significantly reducing the cash flow to Osisko Stubco.

Why are the current executives of Osisko receiving an undisclosed amount
of retention payments for continuing with Osisko Stubco?
Neither the identities of the beneficiaries of these arrangements nor
the total amount of these retention payments (which would be an
obligation of Osisko Stubco) have been disclosed.

What are the full tax consequences of the proposed transaction? An asset sale would normally trigger significant tax obligations that
would reduce the net value of the joint venture transaction. These tax
impacts have not been disclosed by Osisko and Yamana.

The proposed Osisko/Yamana transaction is extremely complex. A
significant portion of the value that is being offered to Osisko
shareholders is in the form of the shares of Osisko “Stubco”. Valuing
those shares, in light of the overall complexity of the relationship
between Osisko Stubco, CDP, CPPIB and Yamana is extremely difficult,
and is made more so by the existence of these important unanswered
questions. In contrast, the value of the Goldcorp offer is easily
determined and considerably more certain.

On April 10, 2014, Goldcorp announced its intention to increase its
previous offer to acquire all of the outstanding common shares of
Osisko to C$7.65 per Osisko share for a total consideration of
approximately C$3.6 billion.

The Goldcorp offer is being made by means of, and subject to, the terms
and conditions set out in the Offer and Circular dated January 14,
2014
, as amended by the Notice of Extension and Variation dated April
10, 2014
that has been filed with Canadian provincial regulators and
sent by Goldcorp to Osisko shareholders (the “Circular”). The Circular
is available for review on Goldcorp’s website at www.goldcorp.com and on SEDAR under Osisko’s profile at www.sedar.com.

Goldcorp encourages securityholders of Osisko to read the full details
of the offer set forth in the Circular, which contains the full terms
and conditions of the offer and other important information, as well as
detailed instructions on how Osisko shareholders can tender their
Osisko shares to the offer. For assistance in depositing Osisko shares
to the offer, Osisko shareholders should contact the Depositary, CST
Trust Company, who can be contacted at 1-800-387-0825 toll free in
North America or at 416-682-3860 outside of North America or by e-mail
at inquiries@canstockta.com; or the Information Agent, D.F. King, who can be contacted at
212-269-5550 for all banks and brokerage firms or at 1-800-290-6431
toll-free for all others or by email at information@dfking.com.

For additional information on Goldcorp’s offer for Osisko, please visit
the Company’s website 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.

Cautionary Note Regarding Forward Looking Statements

This press release contains “forward-looking statements” and
“forward-looking information” within the meaning of the US Securities
Act, as amended, the US Exchange Act, as amended, and the United States
Private Securities Litigation Reform Act of 1995 with the intention of obtaining the benefits of the “safe harbour”
provisions of such laws and applicable Canadian securities Laws
concerning the proposed transaction and the business, operations and
financial performance and condition of Goldcorp Inc. (“Goldcorp“) and Osisko Mining Corporation (“Osisko“).

Forward-looking statements include, but are not limited to, statements
with respect to the anticipated timing, mechanics, completion and
settlement of the formal offer (the “Offer”) to acquire all of the
outstanding common shares of Osisko, the market for and listing of the
common shares of Goldcorp, the value of the common shares of Goldcorp
received as consideration under the Offer, the ability of Goldcorp to
complete the transactions contemplated by the Offer, reasons to accept
the Offer, the purpose of the Offer. 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”, “anticipates”, or “believes”, or
the negative of these terms or other variations of these terms or
variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “should”, “might”, “seeks”
or “will”, “occur” or “be achieved” or the negative of these terms or
other variations of these terms or comparable language, or by
discussion of strategy or intentions.

Forward-looking statements are made based upon certain assumptions and
other important factors that could cause Goldcorp’s actual results,
performance or achievements 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
that Goldcorp will be successful in acquiring 100% of the issued and
outstanding common shares of Osisko, that all required third party
regulatory and governmental approvals to the transaction will be
obtained and all other conditions to completion of the transaction will
be satisfied or waived, the price of gold and silver, anticipated costs
and the ability to achieve goals. Many of these assumptions are based
on factors and events that are not within the control of Goldcorp and
there is no assurance they will prove to be correct. 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.

The foregoing factors are not intended to represent a complete list of
the factors that could affect Goldcorp and the acquisition of Osisko by
Goldcorp. Additional factors are noted elsewhere in the Offer and
Circular dated January 14, 2014 that has been filed under Osisko’s
profile on www.sedar.com and in the documents incorporated by reference therein.

Goldcorp does not intend or undertake to publically update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except in accordance with applicable
securities laws. Any forward-looking statements of facts related to
Osisko discussed or disclosed herein are derived from Osisko’s publicly
filed documents or records.

This press release does not constitute an offer to buy or an invitation
to sell, or the solicitation of an offer to buy or invitation to sell,
any securities of Goldcorp or Osisko. Such an offer may only be made
pursuant to an offer and take-over bid circular Goldcorp intends to
file with the Canadian securities regulators and pursuant to
registration or qualification under the securities laws of any other
such jurisdiction.

SOURCE Goldcorp Inc.

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