VANCOUVER, Jan. 30, 2014 /CNW/ - GOLDCORP INC. (TSX: G, NYSE: GG) today responded to assertions and claims made by Osisko Mining
Corporation ("Osisko") in its Directors' Circular and legal
proceedings, both filed on January 29th, concerning Goldcorp's offer to acquire the outstanding shares of
Osisko.
Following a careful review of Osisko's Directors' Circular and other
public disclosures made by Osisko, there is no new material information
concerning Osisko in these materials that was not already publicly
known and inherent in its share price prior to Goldcorp's premium
offer. No new information has been presented that would change
Goldcorp's view that its offer is full and fair. Goldcorp's offer
represents a 28% premium to the average closing price of Osisko's
shares in the 20 days prior to the bid announcement on January 13,
2014; this premium is in addition to the substantial increase in
Osisko's share price which began in the weeks leading up to Goldcorp's
bid.
"At the time we made public our intention to launch an offer for Osisko,
we laid out several compelling reasons why the combination of Goldcorp
and Osisko would generate significant value for the shareholders of
both companies, and those reasons continue to be fully supported by the
facts," said Chuck Jeannes, Goldcorp President and Chief Executive
Officer. "Goldcorp's offer reflects the current market environment for
gold and gold equities and provides a strong premium based on any
reasonable valuation metric. We have seen fundamental changes take
place in the gold market and the gold mining industry in recent years.
Successful gold companies today must be financially disciplined, and
make investments that provide strong rates of return to investors as
opposed to overpaying for assets. Valuations have changed in connection
with this fundamental market shift and we believe we have made a full
and fair premium offer to Osisko shareholders. Osisko has communicated
its intention to explore value-maximizing alternatives but without new
information their only strategy appears to be to wait and hope for an
improved valuation. Goldcorp believes that the most attractive
alternative is this proposed business combination and we continue to
welcome the opportunity to discuss this further with Osisko's
management, board and shareholders.
"We have met and discussed our offer with a significant number of
Osisko's shareholders and have received strong support for this
business combination," added Jeannes. "In addition to the immediate
premium, they are excited at the prospect of further value creation
available to them as shareholders of Goldcorp given our 50% growth
profile over the next two years, our portfolio of low-cost operations
which mitigates single-asset risks, and our strong balance sheet able
to withstand any conceivable downturns in the gold market."
Goldcorp's Prior Proposals to Osisko
Based on the disclosure contained in Osisko's Directors' Circular,
Osisko did not interpret the previous proposals and offers made by
Goldcorp as being serious or significant. Goldcorp has a long track
record of concluding mutually beneficial transactions. In every
instance, Goldcorp's proposals and discussions with Osisko were
undertaken with a similar intent. Osisko's management did not choose to
engage in negotiations or even make a counterproposal to the several
written offers that were presented to them by Goldcorp.
Osisko Legal Proceedings
Goldcorp today also responded to Osisko's filing of a Statement of Claim
with regard to Goldcorp's actions under the terms of a confidentiality
agreement prior to Goldcorp's Offer.
Goldcorp was served with legal proceedings alleging breach of a
confidentiality agreement and seeking to enjoin Goldcorp's offer to
acquire Osisko. While the Company is in the process of reviewing the
pleadings, it denies the allegations made.
The Company will take all necessary steps to vigorously defend its
position.
Advance Ruling
Goldcorp has obtained an Advance Ruling Certificate pursuant to Section
102 of the Competition Act (Canada) confirming that the Commissioner of Competition would not have
sufficient grounds to challenge the acquisition of Osisko by Goldcorp.
About the Offer
Goldcorp's Offer was announced on January 13, 2014 and is open for
acceptance until 5:00 p.m. EST on February 19, 2014, unless extended or
withdrawn. The full details of the Offer are set out in the takeover
bid circular (the "Circular") and related documents that were filed by
Goldcorp with the Canadian provincial securities regulators and are
available for review on Goldcorp's website at www.goldcorp.com and on SEDAR 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.
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", within the
meaning of Section 27A of the United States Securities Act of 1933, as
amended, Section 21E of the United States Exchange Act of 1934, as
amended, and the United States Private Securities Litigation Reform Act
of 1995 and applicable Canadian securities legislation, concerning the
business, operations and financial performance and condition of
Goldcorp Inc. ("Goldcorp"). Forward-looking statements include, but are
not limited to, statements with respect to the future price of gold,
silver, copper, lead and zinc, the estimation of mineral reserves and
resources, the realization of mineral reserve estimates, the timing and
amount of estimated future production, costs of production, capital
expenditures, costs and timing of the development of new deposits,
success of exploration activities, permitting time lines, hedging
practices, currency exchange rate fluctuations, requirements for
additional capital, government regulation of mining operations,
environmental risks, unanticipated reclamation expenses, timing and
possible outcome of pending litigation, title disputes or claims and
limitations on insurance coverage. 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", "seeks", "anticipates",
"believes" or variations or comparable language of such words and
phrases or statements that certain actions, events or results "may",
"could", "would", "should", "might", or "will", "occur" or "be
achieved" or the negative connotation thereof.
Forward-looking statements are made based upon certain assumptions and
other important factors that, if untrue, could cause the actual
results, performances or achievements of Goldcorp 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 the price of gold, anticipated costs and ability to
achieve goals. Certain important factors that could cause actual
results, performances or achievements to differ materially from those
in the forward-looking statements include, among others, gold price
volatility, discrepancies between actual and estimated production,
mineral reserves and resources and metallurgical recoveries, mining
operational and development risks, litigation risks, regulatory
restrictions (including environmental regulatory restrictions and
liability), activities by governmental authorities (including changes
in taxation), currency fluctuations, the speculative nature of gold
exploration, the global economic climate, dilution, share price
volatility, competition, loss of key employees, additional funding
requirements and defective title to mineral claims or property.
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.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other important factors that may cause the actual
results, level of activity, performance or achievements of Goldcorp to
be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks related
to the integration of acquisitions; risks related to international
operations, including economic and political instability in foreign
jurisdictions in which Goldcorp operates; risks related to current
global financial conditions; risks related to joint venture operations;
actual results of current exploration activities; environmental risks;
future prices of gold, silver, copper, lead and zinc; possible
variations in ore reserves, grade or recovery rates; mine development
and operating risks; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing or in the completion of development or construction
activities; risks related to indebtedness and the service of such
indebtedness, as well as those factors discussed in the section
entitled "Description of the Business - Risk Factors" in Goldcorp's
annual information form for the year ended December 31, 2012 and other reports available at www.sedar.com. Although Goldcorp has attempted to identify important factors that
could cause actual results to differ materially from those contained in
forward-looking statements, 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. Accordingly, readers should not place
undue reliance on forward-looking statements. Forward-looking
statements are made as of the date hereof and accordingly are subject
to change after such date. Except as otherwise indicated by Goldcorp,
these statements do not reflect the potential impact of any
non-recurring or other special items or of any dispositions,
monetizations, mergers, acquisitions, other business combinations or
other transactions that may be announced or that may occur after the
date hereof. Forward-looking statements are provided for the purpose
of providing information about management's current expectations and
plans and allowing investors and others to get a better understanding
of our operating environment. Goldcorp does not intend or undertake to
publicly update any forward-looking statements that are included in
this document, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities laws.
SOURCE Goldcorp Inc.