GOLDCORP INC (GG). (TSX: G, NYSE: GG) today announced that it intends to commence an offer to acquire all of the outstanding common shares of Osisko Mining Corporation ("Osisko") (TSX: OSK, Deutsche Boerse: EWX) for approximately C$2.6 billion in cash and shares (the "Offer").
Under the terms of the Offer, Osisko shareholders will be entitled to receive 0.146 of a Goldcorp common share plus C$2.26 in cash for each Osisko common share. Based on Goldcorp's TSX closing share price of C$25.29 on January 10, 2014, the total consideration offered to Osisko shareholders is C$5.95 per Osisko common share representing a premium of 28% over the 20-day volume-weighted average share price of Osisko from all trading on Canadian exchanges for the period ending January 10, 2014 and a premium of 15% over Osisko's TSX closing share price on January 10, 2014.
Transaction Highlights
- Consistent with Goldcorp's strategy of disciplined portfolio enhancement, focus on gold and investment in low political risk jurisdictions.
- Large ~10 million ounce gold reserve(1) that, with Goldcorp's financial and technical resources, should support a long mine life and low all-in sustaining costs.
- Immediately accretive on key per-share metrics, including free cash flow, operating cash flow, net asset value, gold production and gold reserves.
- Provides Goldcorp with immediate free cash flow as it completes the construction and ramp-up of its key growth projects at Cerro Negro, Éléonore and Cochenour over the next eighteen months.
- Addition of a high-quality operating mine in the prolific Abitibi mining district of Québec.
- Leverages Goldcorp's existing investments in Québec and Ontariowith opportunity for corporate and regional synergies.
"From a financial and strategic perspective, this offer represents a compelling transaction that is consistent with our strategy of improving the overall quality of our portfolio," said Chuck Jeannes, Goldcorp President and Chief Executive Officer. "Goldcorp shareholders will benefit from a long-lived, high-quality gold mine with low all-in sustaining costs capable of generating long-term free cash flows. We are particularly pleased to be making a further substantial investment in the Province ofQuébec, one of the best mining jurisdictions in the world. With our world-class Éléonore project in Northern Québec due to commence production later this year, Goldcorp will be the largest gold producer in the province with the resources to continue building collaborative, long-term relationships while leveraging corporate and regional synergies."
Benefits to Osisko Shareholders
Goldcorp believes the Offer is attractive to Osisko shareholders for the following reasons:
- Immediate Premium: The Offer represents a premium of 28% over the 20-day volume-weighted average share price of Osisko and a premium of 15% over Osisko's closing price on January 10, 2014.
- Greater Liquidity, Dividend Participation and Meaningful Ownership in the Industry Leader: Consideration is comprised of cash and highly liquid Goldcorp shares that provide a meaningful ownership stake in one of the lowest-cost, highest-growth senior gold producers, and allows Osisko shareholders to participate in Goldcorp's monthly dividend.
- Exposure to Goldcorp's High Quality Asset Portfolio and Industry Leading Growth Profile: Osisko shareholders will gain exposure to Goldcorp's suite of low-cost mines and development projects, and participate in Goldcorp's strong production growth profile.
- Disciplined and Focused Management Team with a Proven Track Record of Value Creation: Goldcorp's experienced and proven management team will help ensure optimum performance of Canadian Malartic for the benefit of all stakeholders.
- Continued Participation in Osisko's Assets: Osisko shareholders will continue to benefit from any future increases in value associated with operational improvements at Canadian Malartic and Osisko's other properties.
- Operational and Strategic Synergies: Osisko shareholders will benefit from synergies with Goldcorp's existing investments in Québec andOntario.
- Eliminates Single Asset Operating and Financial Risks: Osisko shareholders will benefit from exposure to Goldcorp's diversified portfolio and financial strength.
"This combination offers excellent strategic value as Canadian Malartic and its talented operating team will benefit from Goldcorp's strong financial position, technical expertise and commitments to safety and sustainability," added Mr. Jeannes. "Our clear preference remains to engage with Osisko, as we strongly believe in the compelling strategic and financial merits of this transaction to the mutual benefit of both companies` shareholders."
About the Offer
This Offer will be open for acceptance until 5:00 p.m. EST on February 19, 2014, unless extended or withdrawn. The Offer will be subject to customary conditions, including the acceptance by Osisko shareholders owning not less than 66 2/3% of Osisko shares outstanding on a fully-diluted basis, confirmation to the satisfaction of Goldcorp that the Osisko shareholder rights plan will not adversely affect the Offer, no material adverse change in Osisko and receipt of all necessary regulatory approvals. The Offer will not require the approval of Goldcorp's shareholders and Goldcorp has obtained a $1.25 billion non-revolving term credit facility from Scotiabank which, together with cash on hand of approximately $620 million and an undrawn $2 billion credit facility, will be sufficient to fund the cash portion of the Offer.
Source: Seeking Alpha
