Good morning Norma.
Guess CDE is starting to play hardball WRT to the WHT offer.
SOBs are persistant enough they just might get my shares and I say to hell with it.
No doubt they will ruin anything positive that might come with any further PM bull mrkt.
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(PR NEWSWIRE) Coeur to Launch Tender Offer
to Acquire All Outstanding Shares of Wheaton River
Continues to Recommend ALL Wheaton River Shareholders VOTE AGAINST
Proposed IAMGold Transaction on GREEN Proxy Card
Retains JP Morgan As Additional Financial Advisor
COEUR D'ALENE, Idaho, June 23 /PRNewswire-FirstCall/ -- Coeur d'Alene
Mines Corporation (NYSE: CDE) today announced that it intends to commence a
tender offer to acquire all of the outstanding shares of Wheaton River
Minerals Ltd. (Amex: WHT; TSX: WRM) for the same consideration as Coeur's
merger proposal announced on June 21, 2004. Coeur's Board of Directors has
unanimously authorized the tender offer.
Coeur also announced that it has retained JP Morgan to join CIBC World
Markets Inc. as co-financial advisors in connection with Coeur's offer.
Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur, said,
"It is time to make the combination of Coeur and Wheaton River a reality. We
have repeatedly tried to negotiate with Wheaton River's Board and recently
sent two letters to the Special Committee of independent directors of Wheaton
River which have gone unanswered. We continue to believe our offer is
superior to the proposed IAMGold plan of arrangement and we have been making
our case to Wheaton River shareholders. By voting AGAINST the IAMGold plan of
arrangement today and then tendering their shares, Wheaton River shareholders
can determine for themselves the future of their company. The question of
which company, Coeur or IAMGold, offers more value to Wheaton River will now
be decided by the shareholders -- the true owners of Wheaton River.
"We strongly recommend that Wheaton River shareholders VOTE AGAINST the
proposed IAMGold transaction on the GREEN proxy card. Shareholders should
send a strong message that their Board can't ignore -- that shareholders want
to bring Coeur and Wheaton River together to create a global leader in the
precious metals industry. Our combination will create the fourth largest
North American precious metals company, enhance Coeur's position as the
world's largest primary silver producer, and create a top 10 global gold
producer with among the lowest cash costs and one of the highest growth rates
in the industry. Wheaton River shareholders will have the unique opportunity
to participate in the upside of a combined Coeur-Wheaton River by owning
approximately 60% of the combined company (based on Wheaton River's current
outstanding shares)," said Mr. Wheeler.
Coeur's Offer
Pursuant to the offer, Coeur, through a wholly owned subsidiary, intends
to offer to purchase or exchange all outstanding Wheaton common shares for
cash or stock.
Under the terms of Coeur's offer, Wheaton River shareholders will be able
to elect to receive either:
(i) C$5.00 per Wheaton River common share in cash, subject to the
maximum cash consideration discussed below; or
(ii) 0.731 shares of Coeur common stock or 0.731 exchangeable shares of a
Canadian subsidiary of Coeur, for each Wheaton River common share
tendered.
All Cash Option. The maximum aggregate amount of cash that Coeur will pay
to Wheaton River shareholders under Coeur's tender offer is C$570 million
(assuming that all outstanding shares are tendered to the offer). Therefore,
elections to receive cash will be subject to proration if Wheaton River
shareholders request in the aggregate to receive more than C$570 million, as
adjusted based on the percentage of Wheaton River common shares tendered
pursuant to the offer. Based on the number of issued and outstanding Wheaton
River common shares on May 27, 2004, if all Wheaton River shareholders elect
to receive all cash for their Wheaton River common shares, shareholders will
receive C$1.00 per Wheaton River common share in cash and 0.577 shares of
Coeur common stock or 0.577 exchangeable shares of a Canadian subsidiary of
Coeur. If less than all Wheaton River shareholders elect the all cash option,
Wheaton River shareholders will receive up to C$5.00 per Wheaton River common
share in cash (subject to proration based on the maximum aggregate cash
consideration of C$570 million).
All Share Option. Canadian Wheaton River shareholders who elect to
receive stock will receive 0.731 exchangeable shares of a Canadian subsidiary
of Coeur for each Wheaton River common share tendered, while non-Canadian
Wheaton River shareholders will receive 0.731 shares of Coeur common stock for
each Wheaton River common share tendered. Each exchangeable share will be
exchangeable at the option of the holder into Coeur common stock on a one-for-
one basis.
The following table sets forth possible results of the consideration
options:
Mixture of Consideration Based on Shareholder
Election
Form of Consideration All Shares Option All Cash Option
Cash - C$1.00 per Wheaton River
share (1)
Coeur Shares/ 0.731 Coeur common 0.577 Coeur common shares
Exchangeable Shares shares or exchangeable or exchangeable
shares shares (1)
Total Consideration C$4.01 per Wheaton C$4.17 per Wheaton River
River common share (2) common share (1)(2)
(1) Based on the number of issued and outstanding Wheaton River common
shares on May 27, 2004 and assuming that all shareholders select the
all cash option.
(2) Based on the value of Coeur common stock on June 22, 2004 and an
exchange rate on that date of C$1.3578 for each US$1.00.
Coeur currently contemplates that the transaction will include a new
parent holding company to be formed by Coeur. All of the existing shares of
Coeur will be converted into a like number of shares of this new holding
company. Because this new holding company will replace Coeur as the ultimate
parent entity and will have publicly traded stock, this new holding company
will issue the shares of common stock under the offer. Accordingly, the
description of the issuance of Coeur common stock under the offer refers to
the issuance of a like number of shares of this new Coeur holding company.
In addition, under Coeur's offer, it is currently contemplated that
warrant and option holders of Wheaton River will be entitled to receive an
equivalent value of Coeur warrants and options based on the exchange ratio.
Conditions of Coeur's Offer
The offer will be conditional upon, among other things: (i) the tendering
of at least 66 2/3% of the issued and outstanding Wheaton River common shares
(on a fully diluted basis); (ii) lawful termination of the amended and
restated Wheaton River-IAMGold arrangement agreement dated April 23, 2004;
(iii) the approval by Coeur shareholders of certain terms of the transaction,
including an amendment to Coeur's certificate of incorporation to increase
Coeur's authorized capital, the holding company structure and the issuance of
shares of Coeur common stock in the transactions; (iv) receipt of all
necessary regulatory approvals; (v) the absence of any Wheaton River material
adverse change; as well as other customary conditions. Coeur intends to
solicit the requisite shareholder approval as soon as practicable after the
Special Meeting.
Based on closing share prices and US$/C$ exchange rates on June 22, 2004,
Coeur's offer provides Wheaton River shareholders a total value of
approximately C$4.17 for each Wheaton River common share, of which at least
C$1.00 per share (24%) is cash. Coeur's offer represents:
-- An increase of approximately 11% over Coeur's initial proposal that
was announced on May 27, 2004.
-- A premium of 26% (C$1.04 per share) to Wheaton River's closing share
price on May 27, 2004 and a premium of 5% (or C$0.20 per share) to
Wheaton River's closing price on June 22, 2004.
-- An opportunity for Wheaton River shareholders to receive 24% of the
consideration in cash (based on Coeur's closing share price on
June 22, 2004) for their Wheaton River common shares even if all
Wheaton River shareholders choose to receive cash.
In contrast, the IAMGold plan of arrangement offers Wheaton River
shareholders no cash whatsoever, less growth, significantly less trading
liquidity, no operating synergies and no management operational expertise.
A detailed description of the Coeur offer will be included in a
preliminary prospectus to be filed with the Securities and Exchange
Commission. The time period for the offer will be set forth in the definitive
offer which Coeur intends to mail to Wheaton River shareholders. CIBC World
Markets Inc. and JP Morgan are serving as dealer managers for the offer.
Wheaton River shareholders can get more information about the offer by
contacting MacKenzie Partners, Inc., which is serving as information agent.
As previously announced on June 21, 2004, Coeur commenced mailing of an
Information Circular to shareholders of Wheaton River recommending that all
shareholders VOTE AGAINST the proposed IAMGold plan of arrangement on the
GREEN proxy card at Wheaton River's reconvened Special Meeting of Shareholders
scheduled for July 6, 2004. The early cutoff for voting your proxy is 11:00
am (Toronto time) on July 2, 2004. Due to the holiday on July 1, 2004,
beneficial shareholders in Canada should fax or deliver their GREEN proxy card
via overnight express to their intermediary by NOON on June 30, 2004.
Beneficial shareholders in the United States should vote by telephone /
internet or deliver their GREEN proxy card via overnight express to their
intermediary by NOON on July 1, 2004. If shareholders have any questions
about how to revoke or change their vote, please call MacKenzie Partners, Inc.
at 1-800-322-2885 (toll-free) or 212-929-5500 (call collect).
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
This document contains numerous forward-looking statements relating to the
Company's silver and gold mining business. 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 stockholders. 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. YOU ARE URGED TO READ ALL TENDER
OFFER MATERIALS AND ANY RELATED PROXY STATEMENT/PROSPECTUS IF AND WHEN THEY
BECOME 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 such materials, and any amendments and supplements thereto, (as they
become available) without charge at the SEC's website, sec.gov. In
addition, you may obtain tender offer materials and any related proxy
statement/prospectus (as they become 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.
Contacts: James A. Sabala
Chief Financial Officer
208-769-8152
Mitchell J. Krebs
Vice President Of Corporate Development
773-255-9808
Joele Frank / Judith Wilkinson
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Dan Burch / Steve Balet
MacKenzie Partners, Inc.
212-929-5500
SOURCE Coeur d'Alene Mines Corporation
-0- 06/23/2004
/CONTACT: James A. Sabala, Chief Financial Officer, +1-208-769-8152, or
Mitchell J. Krebs, Vice President Of Corporate Development, +1-773-255-9808,
both of Coeur d'Alene Mines Corporation; Joele Frank or Judith Wilkinson, both
of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for Coeur d'Alene;
Dan Burch or Steve Balet, both of MacKenzie Partners, Inc., +1-212-929-5500/
(CDE WHT)
CO: Coeur d'Alene Mines Corporation; Wheaton River Minerals Ltd.
ST: Idaho
IN: MNG
SU: TNM
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