VANCOUVER, March 7, 2019 /CNW/ - GOLDCORP INC. (TSX: G,
NYSE: GG) ("Goldcorp" or the "Company") announced today that it
has filed its management information circular and related voting
materials in connection with a special meeting (the "meeting") of
shareholders to be held on April 4,
2019. The purpose of the meeting is to seek approval for the
proposed plan of arrangement with Newmont Mining Corporation (NYSE:
NEM) ("Newmont"), as previously announced on January 14, 2019.
Shareholders of Goldcorp should receive these meeting materials
by mail shortly. The meeting materials, together with an investor
presentation and other information, are also available on
Goldcorp's website and on SEDAR at www.sedar.com and EDGAR at
www.sec.gov.
Goldcorp encourages shareholders to read the meeting materials
in detail. To ensure that your Goldcorp shares will be represented
at the special meeting, shareholders should carefully follow the
voting instructions provided in the meeting materials. The deadline
for the receipt of proxies is 9:00am
PT on April 2, 2019.
The Arrangement Agreement
Goldcorp entered into a definitive agreement in which Newmont
will acquire all of the outstanding common shares of Goldcorp in a
stock-for-stock transaction valued at approximately $10 billion. Under the terms of the agreement,
Goldcorp shareholders will receive 0.3280 Newmont shares and
$0.02 for each Goldcorp share held,
which represents a 17% premium to the 20-day volume weighted
average share price prior to announcement.
The combination of the two companies as Newmont Goldcorp
Corporation ("Newmont Goldcorp") will create an unmatched portfolio
of world-class operations, projects, Reserves, exploration
opportunities, and talent. Immediately after the transaction
closes, which is expected in the second quarter, Newmont
Goldcorp is expected to:
- Target 6-7 million ounces of steady-state gold production over
a decades-long time horizon;(1)
- Deliver the highest dividend among senior gold
producers;(2)
- Offer financial flexibility and an investment-grade balance
sheet to advance the most promising projects generating a targeted
Internal Rate of Return of at least 15 percent;
(1)(3)
- Generate an estimated $75 per
ounce in Full Potential cost and efficiency improvements,
representing annual anticipated benefits of approximately
$165 million per year;
(4)
- Create a combined $365 million in
expected annual pre-tax synergies and Full Potential benefits
representing value creation potential of over $4.4 billion; (5)
- Have the largest gold Reserves and Resources in the gold
sector, including on a per share basis;
- Be located in favorable mining jurisdictions and prolific gold
districts on four continents;
- Feature a deep bench of accomplished business leaders and
high-performing technical teams and other talent with extensive
mining industry experience; and
- Maintain industry leadership in environmental, social and
governance performance.
Recommendation of the Board of Directors
After consulting with its financial and legal advisors and
following careful consideration, the Board of Directors has
unanimously recommended that Goldcorp shareholders vote FOR the
proposed plan of arrangement with Newmont.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your
shares, please contact our proxy solicitation agent, Kingsdale
Advisors, at 1-800-775-4067 toll-free in North America, or call collect outside
North America at +1-416-867-2272,
or by e-mail at contactus@kingsdaleadvisors.com.
About Goldcorp www.goldcorp.com
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 relating to Newmont's planned
acquisition of Goldcorp and the expected terms, timing and closing
of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions;
estimates of future production, including expected annual
production range and Reserve base; estimates of future capital
expenditures; estimates of savings and efficiencies, including
estimated Full Potential cost and efficiency improvements and
anticipated benefits; expectations regarding the targeted internal
rate of return; expected financial flexibility and balance sheet
strength; expectations regarding future exploration and the
development, growth and potential of Newmont's and Goldcorp's
operations, project pipeline and investments, including, without
limitation, project returns; expectations of future dividends and
returns to shareholders; expectations regarding potential synergies
and benefits; expectations of future plans and benefits. Generally,
these forward-looking statements can be identified by the use of
words 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", "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. Certain important
factors that could cause actual results, performances or
achievements to differ materially from those in the forward-looking
statements include, among others, delays or failure to obtain the
required approvals; competitive responses to the announcement of
the transaction; litigation or challenges to the proposed
transaction; changes to the current scientific and technical
information; permitting, development, operations and expansion of
Newmont's and Goldcorp's operations and projects being consistent
with current expectations and mine plans, including without
limitation receipt of export approvals; (iii) political
developments in any jurisdiction in which Newmont and Goldcorp
operate being consistent with its current expectations; planning
and integration assumptions; 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 inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Newmont's and
Goldcorp's businesses and the ability to achieve the anticipated
synergies and value-creation contemplated by the proposed
transaction; the risk associated with Newmont's and Goldcorp's
ability to obtain the approval of the proposed transaction by their
shareholders required to consummate the proposed transaction and
the timing of the closing of the proposed transaction, including
the risk that the conditions to the transaction are not satisfied
on a timely basis or at all and the failure of the transaction to
close for any other reason; the risk that a consent or
authorization that may be required for the proposed transaction is
not obtained or is obtained subject to conditions that are not
anticipated; the outcome of any legal proceedings that may be
instituted against the parties and others related to the
arrangement agreement; unanticipated difficulties or expenditures
relating to the transaction, the response of business partners and
retention as a result of the announcement and pendency of the
transaction; risks relating to the value of the Newmont's common
stock to be issued in connection with the transaction; the
anticipated size of the markets and continued demand for Newmont's
and Goldcorp's resources and the impact of competitive responses to
the announcement of the transaction; and the diversion of
management time on transaction-related issues 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.
For further information please contact:
INVESTOR
CONTACT
|
MEDIA
CONTACT
|
Shawn
Campbell
Director, Investor
Relations
Telephone: (800)
567-6223
E-mail:
info@goldcorp.com
|
Christine
Marks
Director, Corporate
Communications
Telephone: (604)
696-3050
E-mail:
media@goldcorp.com
|
(1)
|
Caution Regarding
Projections: Projections used in this release are considered
"forward looking statements". See cautionary statement above
regarding forward-looking statements. Forward-looking information
representing post-closing expectations is inherently uncertain.
Estimates such as expected accretion, expected future production,
internal rate of return, financial flexibility and balance sheet
strength are preliminary in nature. There can be no assurance that
the proposed transaction will close or that the forward-looking
information will prove to be accurate.
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(2)
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2019 dividends beyond
Q4 2018 have not yet been approved or declared by the Board of
Directors. Management's expectations with respect to future
dividends or annualized dividends are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor
created by such sections and other applicable laws. Investors are
cautioned that such statements with respect to future dividends are
non-binding. The declaration and payment of future dividends remain
at the discretion of the Board of Directors and will be determined
based on Newmont's financial results, balance sheet strength, cash
and liquidity requirements, future prospects, gold and commodity
prices, and other factors deemed relevant by the Board. The Board
of Directors reserves all powers related to the declaration and
payment of dividends. Consequently, in determining the dividend to
be declared and paid on the common stock of Newmont Goldcorp, the
Board of Directors may revise or terminate the payment level at any
time without prior notice. As a result, investors should not place
undue reliance on such statements.
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(3)
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Internal rates of
return targets on projects, before taxes and royalties, are
calculated using an assumed $1,200 gold price.
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(4)
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Full Potential cost
savings or improvements as used in this presentation are considered
operating measures provided for illustrative purposes, and should
not be considered GAAP or non-GAAP financial measures. Full
Potential amounts are estimates utilized by management that
represent estimated cumulative incremental value realized as a
result of Full Potential projects implemented and are based upon
both cost savings and efficiencies that have been monetized for
purposes of the estimation. Because Full Potential
savings/improvements estimates reflect differences between certain
actual costs incurred and management estimates of costs that would
have been incurred in the absence of the Full Potential program,
such estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Expected Full Potential cost savings or
improvements are projections are "forward-looking statements"
subject to risks, uncertainties and other factors which could cause
actual results to differ from current expectations.
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(5)
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Value creation
potential (or NPV creation) as used in this presentation is a
management estimate provided for illustrative purposes, and should
not be considered a GAAP or non-GAAP financial measure. Value
creation potential represents management's combined estimate of
pre-tax synergies, supply chain efficiencies and Full Potential
improvements, as a result of the proposed transaction that have
been monetized and projected over a twenty year period for purposes
of the estimation, applying a discount rate of 5 percent. Such
estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Expected value creation potential is a
"forward-looking statement" subject to risks, uncertainties and
other factors which could cause actual value creation to differ
from expected value creation.
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SOURCE Goldcorp Inc.