VANCOUVER,
14, 2014
INC
the recently-filed agreements and documentation relating to the proposed
alternative transaction that were publicly-disclosed for the first time on
April 11, 2014
(“Osisko”) and
(“Yamana”). Based on numerous questions received from Osisko
shareholders trying to compare the alternative transaction to the
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
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
debt facility into a gold stream on the same terms as the arrangement with La
Caisse de dépôt et placement du Québec (“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
cash flow and dividends? The
partnership will be obligated to make principal payments of
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
offer is easily determined and considerably more certain.
On
intention to increase its previous offer to acquire all of the outstanding
common shares of Osisko to
consideration of approximately
The
offer is being made by means of, and subject to, the terms and conditions set
out in the Offer and Circular dated
by the Notice of Extension and Variation dated
that has been filed with Canadian provincial regulators and sent by
to Osisko shareholders (the “Circular”). The Circular is available
for review on
website at www.goldcorp.com and on SEDAR
under Osisko’s profile at www.sedar.com.
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,
1-800-387-0825 toll free in
America
America
or the Information Agent,
212-269-5550 for all banks and brokerage firms or at 1-800-290-6431 toll-free
for all others or by email at [email protected].
For additional information
on
please visit the Company’s website at www.goldcorp.com.
About
is one of the world’s fastest growing senior gold producers. Its low-cost gold
production is located in safe jurisdictions in the
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
amended, the US Exchange Act, as amended, and
United States
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
and
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
the value of the common shares of
received as consideration under the Offer, the ability of
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
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
will operate in the future, including that
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
and there is no assurance they will prove to be correct. Although
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
and the acquisition of Osisko by Goldcorp. Additional factors are noted
elsewhere in the Offer and Circular dated
has been filed under Osisko’s profile on www.sedar.com
and in the documents incorporated by reference therein.
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
or Osisko. Such an offer may only be made pursuant to an offer and take-over
bid circular
to file with the Canadian securities regulators and pursuant to registration or
qualification under the securities laws of any other such jurisdiction.
SOURCE
Inc.
Jeff
Wilhoit
Vice President, Investor Relations
Goldcorp Inc.
Telephone: (604) 696-3074
Fax: (604) 696-3001
E-mail: [email protected]
website: www.goldcorp.com
