Coeur Increases Merger Proposal for Wheaton River by C$0.50 (US$0.37) per Sha
e Stockholders Will Now Have the Opportunity to Choose Among Cash, Senior Subord
nated Notes or Coeur Common Stock ( Canada NewsWire )
COEUR D'ALENE, Idaho, Jun 03, 2004 (Canada NewsWire via COMTEX) -- Coeur
d'Alene Mines Corporation (NYSE: CDE) today announced that Coeur will increase
its proposal to acquire Wheaton River Minerals Ltd. (Amex: WHT; TSX: WRM) by
C$285 (US$209) million, or C$0.50 (US$0.37) per share in senior subordinated
notes or Coeur common stock. Under the revised proposal, Wheaton River
stockholders will now have the right to elect among cash, notes, or Coeur common
stock, as discussed below.
Coeur's increased proposal represents a premium of 16% to Wheaton River's stock
price, based on the closing stock prices of both Coeur and Wheaton River on June
2, 2004.
Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur, stated, "With
strong encouragement from key Wheaton River stockholders, we have decided to
increase our proposal by C$0.50 per share. Our revised proposal represents an
increase of approximately 11% over our initial proposal, a premium of 26% over
the closing price of Wheaton River shares on May 27, 2004, and a premium of 23%
over the value of the proposed transaction with IAMGOLD Corporation (Amex: IAG;
TSX: IMG) on that date. We strongly believe that our revised proposal is not
only superior to the proposed IAMGOLD transaction but that it provides Wheaton
River stockholders an excellent opportunity to participate in the significant
upside potential of a combined Coeur-Wheaton River."
Under Coeur's revised proposal, Wheaton River stockholders will now have the
opportunity to elect among:
- Up to C$5.00 per Wheaton River share in cash, subject to a maximum
aggregate cash consideration of C$285 (US$209) million, or C$0.50 per
Wheaton River share if all Wheaton River stockholders elect the cash
option; or
- Up to C$5.00 per Wheaton River share in the new senior subordinated
notes, subject to a maximum aggregate consideration of C$285 (US$209)
million, or C$0.50 per Wheaton River share if all Wheaton River
stockholders elect the note option. The notes will have a 9% coupon and
a term of seven years. The notes will not be callable for four years.
Wheaton River stockholders will have the option to elect to receive any
or all of this increased consideration in the form of Coeur common
stock. The notes are subject to standard covenants for an issuance of
this type. The Company reserves the right to substitute cash for the
increased consideration of notes or Coeur common stock; or
- Coeur common shares or exchangeable shares of a Canadian subsidiary of
Coeur (with value equivalent to Coeur common stock) with a value of
C$5.06 per Wheaton River share based on Coeur's closing share price on
May 27, 2004.
Under the offer, warrant and option holders of Wheaton River will receive an
equivalent value of Coeur warrants and options adjusted to reflect the revised
exchange ratio.
Mr. Wheeler continued, "A combination of Coeur and Wheaton River will create a
global leader in the precious metals industry, focused on the Americas, with one
of the highest growth rates in the sector. 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 in the industry. The combined company,
a totally unhedged precious metals producer, will have a strong balance sheet,
increased financial flexibility, and industry leading trading liquidity on both
the NYSE and TSE, providing excellent value to both Wheaton River and Coeur
stockholders. Based on current trading prices, the NAV multiple of the combined
company would be in line with the average of intermediate producers.
"As a result of the initiatives taken by our management, we are now in a strong
financial position, with US$235 million in cash and no net debt. In addition to
our four operations, we have advanced development projects in Bolivia and Alaska
that we expect will double our gold production and increase our silver
production by an additional 45% over the next two years. The market has
recognized this dramatic turnaround and investment opportunity, rewarding our
stockholders with an increase of 128% in the Company's share price from the
beginning of last year, making Coeur one of the best performers in our sector,"
Mr. Wheeler concluded.
Mr. Wheeler emphasized that Coeur's management and financial advisors welcome
the opportunity to meet with Wheaton River's Board and advisors to discuss
Coeur's revised proposal.
Coeur's revised proposal is conditional upon either Wheaton River or IAMGOLD
stockholders rejecting the IAMGOLD-Wheaton River transaction at the upcoming
meetings of stockholders currently scheduled for next Tuesday, June 8, 2004, or
other termination of the existing arrangement agreement. The Company noted that
Wheaton River has announced in its Joint Management Information Circular that
the deadline for delivering proxies is 11:00 a.m. ET, Friday, June 4, 2004.
Coeur noted that its revised proposal is not conditional upon due diligence.
Consummation of this proposed transaction will be subject to entering into a
definitive agreement satisfactory to Coeur in a form substantially similar to
the existing arrangement agreement between Wheaton River and IAMGOLD, and
customary closing conditions including the absence of any material adverse
change and receipt of all applicable regulatory, stockholder and court
approvals.
CIBC World Markets Inc. is acting as financial advisor to Coeur. Gibson, Dunn &
Crutcher LLP and Stikeman Elliott LLP are acting as legal counsel to Coeur.
Figures presented in this release are based upon approximate current exchange
rates for US and Canadian currency. The exchange rates may vary before
consummation of a transaction.
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
The United States Securities and Exchange Commission permits mining companies,
in their filings with the SEC, to disclose only those mineral deposits that a
company can economically and legally extract or produce. We use the term
"resource" in this press release which the SEC guidelines strictly prohibit us
from including in our filings with the SEC. Investors are urged to consider
closely the disclosure in our Form 10-K for the year ended December 31, 2003 and
Form 10-Q for the quarter ended March 31, 2004. You can review and obtain copies
of that filing from the SEC website at sec.gov.
This document contains numerous forward-looking statements relating to the
Company's silver and gold mining business. The United States Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for certain
forward-looking statements. 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. If a transaction is agreed upon or an
offer commenced, Coeur will file a proxy statement/prospectus and any other
relevant documents concerning the proposed transaction with Wheaton River with
the SEC and the securities commissions or equivalent regulatory authorities in
Canada. YOU ARE URGED TO READ ANY SUCH PROXY STATEMENT/PROSPECTUS IF AND WHEN IT
BECOMES 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 any such proxy statement/prospectus (if and when it becomes available)
and any other documents filed with the SEC free of charge at the SEC's website,
www.sec.gov. In addition, you may obtain the proxy statement/prospectus (if and
when it becomes 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
VIEW ADDITIONAL COMPANY-SPECIFIC INFORMATION:
newswire.ca
CONTACT: For further information: James A. Sabala, Chief Financial Of
icer,
+1-208-769-8152, or Mitchell J. Krebs, Vice President Of Cor
orate
Development, +1-773-255-9808, both of Coeur d'Alene Mines Co
poration; or
Joele Frank, or Judith Wilkinson, both of Joele Frank, Wilki
son Brimmer
Katcher, +1-212-355-4449, for Coeur d'Alene Mines Corporatio
; or Dan Burch,
or Steve Balet, both of MacKenzie Partners, Inc., +1-212-929
5500, for Coeur
d'Alene Mines Corporation
URL: Web site: coeur.com
News release via Canada NewsWire, Toronto 416-863-9350
Copyright (C) 2004 CNW, All rights reserved
-0-
KEYWORD: COEUR D'ALENE, Idaho
INDUSTRY KEYWORD: MNG
SUBJECT CODE: TNM
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