Goldcorp Consolidates Red Lake District With $1.5 Billion Acquisition of Gold Eagle
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VANCOUVER, BRITISH COLUMBIA, Jul 31 (MARKET WIRE) --
Goldcorp Inc. ("Goldcorp") (TSX: G)(NYSE: GG) and Gold Eagle Mines Ltd.
("Gold Eagle") (TSX: GEA) today announced an agreement whereby Goldcorp
will acquire, through a friendly plan of arrangement, all outstanding
shares of Gold Eagle.
Gold Eagle's principal asset is the world class Bruce Channel gold
discovery which is situated along the prolific Red Lake Trend, adjacent
to Goldcorp's Red Lake gold mine and immediately southwest of Goldcorp's
past-producing Cochenour-Willans Mine. This transaction will enable
Goldcorp to capitalize on its extensive exploration and operations
expertise in the Red Lake district and its considerable human resources
and related infrastructure.
"This transaction secures for Goldcorp full control of 8 kilometres of
strike length in the heart of the world's richest high grade gold
district," said Kevin McArthur, Goldcorp's President and Chief Executive
Officer. "Nearly 200 drill holes have defined an impressive gold deposit
at Bruce Channel, with potential for additional expansion over time.
Development of this strategically important zone can now move forward
with our adjoining assets as a single, comprehensive project, sharing
mine infrastructure, ore processing facilities and human talent with Red
Lake, thus minimizing capital and operating costs and maximizing
long-term shareholder value. Red Lake mine has operated for over 50
years, and Goldcorp's continued district consolidation efforts are
designed to sustain this world-class operation for decades into the
future. We are the natural partner to develop the Bruce Channel project
with the geographic footprint preferred by our community."
Under the plan of arrangement, each common share of Gold Eagle not owned
by Goldcorp will be exchanged for (i) a cash payment in the amount of
C$6.80 and (ii) 0.146 common shares of Goldcorp, assuming full
pro-ration. Gold Eagle shareholders will have the option to elect to
receive cash (on the basis of $13.60 per Gold Eagle share), shares (on
the basis of 0.292 Goldcorp shares and $0.0001 per Gold Eagle share) or
any combination of cash and shares, subject to pro-ration, with an
aggregate maximum cash consideration of $691 million and an aggregate
maximum of 14.8 million common shares of Goldcorp subject to increase on
a prorated basis if Gold Eagle warrants and options are exercised prior
to the effective date of the arrangement. The total consideration for
100% of the fully diluted shares of Gold Eagle would be approximately
$1.5 billion.
Based on the July 30, 2008 closing price and 20-day volume weighted
average price for Goldcorp's common shares on the TSX, and assuming full
pro-ration, the transaction values each Gold Eagle share at C$12.62 and
C$13.39, respectively. On this basis, the consideration received by Gold
Eagle shareholders represents a 19% premium to closing prices and a 36%
premium to the 20-day volume-weighted average prices for each company.
The transaction is expected to close in September, 2008.
The combination has been approved by the boards of directors of Goldcorp
and Gold Eagle and will be subject, among other things, to the favourable
vote of 66 2/3% of the Gold Eagle common shares voted at a special
meeting of shareholders called to approve the transaction. Officers,
directors and certain shareholders of Gold Eagle representing
approximately 10.5% of Gold Eagle's outstanding shares have entered into
lock-up and support arrangements with Goldcorp under which they have
agreed to vote in favour of the transaction. Goldcorp currently owns 4.7%
of the outstanding shares of Gold Eagle. BMO Capital Markets, Gold
Eagle's financial advisor, has provided an opinion to the Gold Eagle
Board of Directors that the consideration offered is fair, from a
financial point of view, to Gold Eagle's shareholders. In the event that
the transaction is not completed, Gold Eagle has agreed to pay Goldcorp a
termination fee equal to C$44 million, under certain circumstances. Gold
Eagle has also provided Goldcorp with certain other customary rights,
including a right to match competing offers. Full details of the
transaction will be included in the management information circular of
Gold Eagle, to be mailed to Gold Eagle shareholders in due course.
"We believe that Bruce Channel ranks among the very highest quality gold
discoveries," said Simon Lawrence, President and Chief Executive Officer
of Gold Eagle. "The success we have had is a testament to our Red Lake
based exploration team and their endeavours have helped deliver
significant value to our shareholders. Goldcorp, with their considerable
infrastructure and expertise in the area, are ideally positioned to
advance the project in an expedient and capital efficient manner. For our
shareholders this is a very attractive transaction."
Macquarie Capital Markets Canada Ltd. acted as financial advisor to
Goldcorp Inc. and J.P. Morgan Securities Inc. acted as strategic advisor.
Cassels Brock & Blackwell LLP acted as Goldcorp's legal counsel.
BMO Capital Markets acted as financial advisor to Gold Eagle and Fraser
Milner Casgrain LLP acted as Gold Eagle's legal counsel.
Goldcorp will hold a conference call today at 10:00 a.m. (PDT) to discuss
its second quarter financial results as well as the details of the Gold
Eagle acquisition. Participants may join the call by dialing toll free
1-866-226-1799 or 416-641-6129 for calls from outside Canada and the US.
A recorded playback of the call can be accessed after the event until
September 1, 2008 by dialing 1-800-408-3053 or 416-695-5800 for calls
outside Canada and the US. Passcode: 3264804. A live and archived audio
webcast will also be available at www.goldcorp.com.
About Goldcorp
Goldcorp is the lowest-cost and fastest growing multi-million ounce gold
producer with operations throughout the Americas. Its gold production
remains 100% unhedged.
About Gold Eagle
Gold Eagle Mines Ltd. is a Canadian based junior natural resource company
developing a significant new gold discovery in the prolific Red Lake gold
camp, located in Northern Ontario, Canada.
Cautionary Note Regarding Forward-Looking Statements
Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995: Except for the statements of historical
fact contained herein, the information presented constitutes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements, including
but not limited to those with respect to the price of gold, silver,
copper, zinc and lead, the timing and amount of estimated future
production, costs of production, reserve determination and reserve
conversion rates involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievement of
Goldcorp to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, risks related to the integration of
acquisitions, risks related to international operations, risks related to
joint venture operations, the actual results of current exploration
activities, actual results of current reclamation activities, conclusions
of economic evaluations, changes in project parameters as plans continue
to be refined, future prices of gold, silver and copper, zinc and lead as
well as those factors discussed in the section entitled "General
Development of the Business - Risks of the Business" in Goldcorp's Form
40-F on file with the Securities and Exchange Commission in Washington,
D.C. and Goldcorp's Annual Information Form on file with the securities
regulatory authorities in Canada. Although Goldcorp has attempted to
identify important factors that could cause actual results to differ
materially, 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.
Readers should not place undue reliance on forward-looking statements.
For a more detailed discussion of such risks and other factors, please
refer to the respective Company websites, www.goldcorp.com and
www.goldeaglemines.com.
Contacts:
Goldcorp Inc.
Jeff Wilhoit
Vice President, Investor Relations
(604) 696-3074
(604) 696-3001 (FAX)
Email: info@goldcorp.com
Website: www.goldcorp.com
Gold Eagle Mines Ltd.
Simon Lawrence
President and Chief Executive Officer
(416) 867-8998
Gold Eagle Mines Ltd.
Suzette Ramcharan
Investor Relations
(416) 867-8998
Website: www.goldeaglemines.com
Copyright 2008, Market Wire, All rights reserved.
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