Duas das minhas empresas preferidas do sector mineiro anunciaram uma fusão. São elas a Goldcorp (GG) e a Wheaton River Mines (WHT). Pormenores sobre o acordo no texto que se segue:
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Goldcorp and Wheaton River to Create World's Lowest Cost, Million Ounce Gold Producer
Sunday December 5, 6:05 pm ET
TORONTO & VANCOUVER, British Columbia--(BUSINESS WIRE)--Dec. 5, 2004--Goldcorp Inc. (TSX:G - News; NYSE:GG - News) and Wheaton River Minerals Ltd. (TSX:WRM - News; AMEX:WHT - News) announce that they have reached an agreement in principle to combine to create the world's lowest cost, million ounce gold producer. The combination would be effected through a share exchange take-over bid where Goldcorp would offer 1 common share of Goldcorp for every 4 common shares of Wheaton River.
Highlights of the combined company would include:
Production - 2005 gold production expected to be in excess of 1.1 million ounces at a total cash cost of less than US$60 per ounce.
Growth - production expected to grow to 1.5 million ounces of gold by 2007.
Balance Sheet - strong balance sheet with over US$500 million in cash and gold bullion, with no debt.
Reserves - proven and probable reserves of 10.5 million ounces plus additional measured and indicated resources of 9.5 million ounces as of December 31, 2003, all of which are unhedged.
Liquidity - combined daily average trading liquidity of over US$60 million.
Market Capitalization - expected to be approximately US$5 billion.
Goldcorp's offer represents:
a value of Cdn$4.29 for each Wheaton River common share based on the December 3, 2004 closing price (Cdn$17.15) of Goldcorp common shares on the Toronto Stock Exchange.
a premium of approximately 7% to Wheaton River's average closing market price for the previous 30 days on the Toronto Stock Exchange.
The making of the offer is subject to board approval of a definitive agreement between Goldcorp and Wheaton River, the satisfactory completion of due diligence investigations and the receipt by Wheaton River of an opinion from its financial advisor that the consideration offered under the offer is fair, from a financial point of view, to its shareholders. Goldcorp and Wheaton River have agreed to negotiate exclusively with each other for 21 days and to exchange confidential information with a view to completing their due diligence investigations and settling a definitive agreement as soon as possible.
"This is a great combination! It achieves our strategic goals for production growth, diversification, financial strength and senior management. I am confident that the new Goldcorp will be uniquely positioned in the gold industry to accelerate the growth of value for our shareholders" said Robert R. McEwen, Chairman and Chief Executive Officer of Goldcorp.
"Goldcorp owns one of the richest gold mines in the world. The combination of Wheaton River and Goldcorp doubles gold production, maintains the lowest costs in the industry and provides a strong platform for future growth" said Ian W. Telfer, Chairman and Chief Executive Officer of Wheaton River.
Under the agreement in principle, Mr. McEwen would remain the Chairman of the Board and Mr. Telfer would become Chief Executive Officer of the combined company upon completion of the offer. The board of directors would be comprised of ten members, of which five would be current directors of Wheaton River.
If a definitive agreement is reached and the offer is made, it would be conditional on Goldcorp acquiring at least 66-2/3% of Wheaton River's common shares calculated on an undiluted basis and other customary conditions. In addition, Goldcorp would be entitled to a termination fee of US$35 million upon the occurrence of customary termination fee events, including the termination of the definitive agreement by Wheaton River in order to enter into a superior proposal with a third party. Upon the closing of the combination, Wheaton River's outstanding warrants would become Goldcorp warrants on the basis of the exchange ratio under the offer.
Goldcorp has retained GMP Securities Ltd. to act as Goldcorp's financial advisor and Fraser Milner Casgrain LLP to act as Goldcorp's legal advisor.
Wheaton River's board of directors has established a committee of independent directors to evaluate the combination and make a recommendation to the Wheaton River board of directors. Wheaton River's special committee has retained Merrill Lynch to act as Wheaton River's financial advisor and Davies Ward Phillips & Vineberg LLP to act as Wheaton River's legal advisor.
Conference Call
A conference call is scheduled for Monday, December 6 at 11:00 a.m. Eastern time. The call-in numbers are:
Local and international: 416.695.9757
North American toll-free: 1.877.888.4210
A replay of this conference call will be available from Monday, December 6 until December 10. The replay numbers are:
Local and international: 416.695.5275
North American toll-free: 1.888.509.0081
Goldcorp's Red Lake Mine is the richest gold mine in the world. Goldcorp is in excellent financial condition: has NO DEBT, a Large Treasury and Strong Cash Flow and Earnings. GOLDCORP is completely UNHEDGED and pays a dividend twelve times a year. Goldcorp's shares are listed on the New York and Toronto Stock Exchanges under the trading symbols of GG and G, respectively, and its options trade on the American Stock Exchange (AMEX), the Chicago Board of Options Exchange (CBOE) and the Pacific Stock Exchange (PCX) in the United States and on the Montreal Exchange (MX) in Canada. Gold is better than money, Goldcorp is Gold.
Wheaton River is a leading gold producer and expects 2006 production from all of its mines to increase to approximately 800,000 ounces of gold at a total cash cost of less that US$100 per ounce. Current production exceeds 500,000 gold equivalent ounces (over 400,000 ounces of gold and 7 million ounces of silver) at a total cash cost of less than US$50 per ounce.
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