(All Amounts in $CDN)
VANCOUVER, April 20, 2017 /PRNewswire/ - GOLDCORP
INC. (TSX: G, NYSE: GG) ("Goldcorp") and Exeter Resource
Corporation ("Exeter") (TSX: XRC, NYSE-MKT: XRA, Frankfurt: EXB)
today announce that further to its press release of March 28, 2017, Goldcorp has formally
commenced an offer supported by the board of directors of
Exeter (the "Offer") to acquire
all of the issued and outstanding shares of Exeter. Exeter shareholders will be entitled to
receive 0.12 of a common share of Goldcorp for each Exeter common share held which represents a
premium of 67% based on Goldcorp's and Exeter's closing prices on the Toronto Stock
Exchange on March 27, 2017, the last
day of trading prior to the joint announcement of the acquisition.
The total consideration being offered for all of the issued and
outstanding shares of Exeter is approximately $247 million (on a fully diluted basis).
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00
P.M. EDT ON MAY 26,
2017, UNLESS EXTENDED OR WITHDRAWN.
The board of directors of Exeter, on the unanimous recommendation of its
Special Committee, has unanimously approved Goldcorp's acquisition
of Exeter pursuant to the Offer
and has unanimously recommended that Exeter shareholders tender their shares to the
Offer. All of the directors and officers of Exeter, representing approximately 11% of
Exeter's outstanding shares, have
agreed to tender their shares to the Offer. The recommendation of
the Exeter board and Special
Committee is supported by fairness opinions provided by each of
Scotiabank and Paradigm Capital Inc.
The full details of the Offer are set out in the take-over
bid circular and accompanying offer documents (collectively, the
"Offer Documents"), which Goldcorp has filed with the Canadian
securities regulatory authorities and are available on SEDAR at
sedar.com under Exeter's profile.
Concurrently, Goldcorp has filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
F-10 (the "Registration Statement"), which contains a prospectus
relating to the Offer (the "Prospectus"), and a tender offer
statement on Schedule TO (the "Schedule TO"). Materials filed with
the SEC are available electronically without charge at the SEC's
website at www.sec.gov and may also be obtained without charge at
Goldcorp's website at www.goldcorp.com. Today, Goldcorp mailed the
Offer Documents, together with Exeter's directors' circular, to Exeter's shareholders, registered holders of
convertible securities and other persons who are entitled to
receive, those documents under applicable laws.
The Offer is subject to certain customary conditions including,
without limitation (i) more than
662/3% of the Exeter
shares having been validly deposited under the Offer and not
withdrawn, and (ii) there not having occurred (in the judgment of
Goldcorp) any material adverse effect in respect of Exeter. In addition, the Offer is subject to a
non-waivable statutory condition that more than 50% of the
outstanding Exeter common shares,
excluding those common shares beneficially owned, or over which
control or direction is exercised, by Goldcorp or by any person
acting jointly or in concert with Goldcorp, shall have been validly
deposited to the Offer and not withdrawn. The Offer will be
extended for a period of not less than 10 days after Goldcorp first
takes up shares under the Offer and may be further extended.
This news release is not a substitute for the Offer Documents,
the Prospectus, the Registration Statement or the Schedule TO.
EXETER SHAREHOLDERS AND OTHER
INTERESTED PARTIES ARE URGED TO READ THESE DOCUMENTS, ALL DOCUMENTS
INCORPORATED BY REFERENCE, ALL OTHER APPLICABLE DOCUMENTS AND ANY
AMENDMENTS OR SUPPLEMENTS TO ANY SUCH DOCUMENTS BECAUSE EACH WILL
CONTAIN IMPORTANT INFORMATION ABOUT GOLDCORP, EXETER AND THE OFFER.
The depositary for the Offer is CST Trust Company, the
information agent for the Offer is Kingsdale Advisors and the
dealer-manager is TD Securities Inc. Questions and requests for
assistance, including assistance with respect to tendering your
Exeter shares to the Offer, or
requests for additional copies of the Offer Documents, may be
directed to Kingsdale at 1-866-851-2743
(contactus@kingsdaleadvisors.com).
Advisors and Counsel
Goldcorp's financial advisor is TD Securities Inc., and its
legal advisors are Cassels Brock
& Blackwell LLP in Canada,
Neal, Gerber & Eisenberg LLP in the
United States and Cariola Díez Pérez-Cotapos in Chile.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Goldcorp or
Exeter. The securities registered
pursuant to the Registration Statement are not offered in any
jurisdiction in which such offer is not permitted.
About Goldcorp
Goldcorp is a senior gold producer focused on responsible mining
practices with safe, low-cost production from a high-quality
portfolio of mines.
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, the United States Private Securities
Litigation Reform Act of 1995, or in releases made by the United
States Securities and Exchange Commission, all as may be amended
from time to time, and "forward-looking information" under the
provisions of applicable Canadian securities legislation,
concerning the business, operations and financial performance and
condition of Goldcorp. Forward-looking statements include, but are
not limited to, statements with respect to the anticipated benefits
of the acquisition of Exeter to
Goldcorp, the number of Goldcorp shares to be issued, timing and
anticipated receipt of regulatory approvals for the Offer, the
ability of the parties to satisfy conditions of and to complete the
Offer within the times specified, the development of the Caspiche
project, the future price of gold, silver, copper, lead and zinc,
the estimation of Mineral Reserves (as defined below) and Mineral
Resources (as defined below), the realization of Mineral Reserve
estimates, the timing and amount of estimated future production,
costs of production, targeted cost reductions, capital
expenditures, free cash flow, 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", "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 be taken", "occur" or "be achieved" or the
negative connotation thereof.
Forward-looking statements are necessarily based upon a number
of factors and assumptions 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. In respect of the
forward-looking statements concerning the anticipated completion of
the proposed Offer and the anticipated timing for completion of the
Offer, Goldcorp has provided them in reliance on certain
assumptions that they believe are reasonable at this time,
including assumptions as to the time required to prepare and mail
the Offer materials, including the required Offer and circular; the
ability of the parties to receive, in a timely manner, the
necessary regulatory and other third party approvals; and the
ability of the parties to satisfy, in a timely manner, the other
conditions to the closing of the Offer. 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 Mineral
Resources and metallurgical recoveries, mining operational and
development risks, litigation risks, regulatory restrictions
(including environmental regulatory restrictions and liability),
changes in national and local government legislation, taxation,
controls or regulations and/or change in the administration of
laws, policies and practices, expropriation or nationalization of
property and political or economic developments in Canada, the United
States and other jurisdictions in which the Company does or
may carry on business in the future, delays, suspension and
technical challenges associated with capital projects, higher
prices for fuel, steel, power, labour and other consumables,
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:
the risk that the Exeter
shareholders do not tender their shares to the Offer; the risk that
the transaction may not close when planned or at all or on the
terms and conditions set forth in the Agreement; the failure to
obtain the necessary shareholder, court, regulatory and other third
party approvals required in order to proceed with the transaction;
the benefits expected from the Offer not being realized; 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; actual results of current reclamation activities;
environmental risks; conclusions of economic evaluations; changes
in project parameters as plans continue to be refined; future
prices of gold, silver, copper, lead and zinc; possible variations
in ore reserves, grade or recovery rates; failure of plant,
equipment or processes to operate as anticipated; mine development
and operating risks; accidents, labour disputes and other risks of
the mining industry; risks associated with restructuring and
cost-efficiency initiatives; delays in obtaining governmental
approvals or financing or in the completion of development or
construction activities; risks related to the integration of
acquisitions; 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
most recent annual information form available on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov. 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 disposition,
monetization, merger, acquisition, other business combination or
other transaction 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 Goldcorp's 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.