FILED BY COEUR DALENE
MINES CORPORATION PURSUANT TO
RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED
FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
SUBJECT COMPANY: WHEATON RIVER MINERALS LTD. (NO. 1-31561)
FILING: REGISTRATION STATEMENT ON FORM S-4 (REGISTRATION
NO. 333-117325)
FOR IMMEDIATE RELEASE
COEUR SENDS LETTER TO WHEATON RIVER BOARD AND SPECIAL COMMITTEE
Coeur dAlene, Idaho, July 19, 2004 Coeur dAlene Mines Corporation (NYSE:CDE) today sent the following letter to the Board of Directors and Special Committee of Wheaton River Minerals Ltd. (TSX:WRM, AMEX:WHT):
July 19, 2004
Board of Directors
Wheaton River Minerals Ltd.
1560 200 Burrard Street
Vancouver, British Columbia
M5C 3L6
Dear Directors,
We have reviewed with interest, and frankly some puzzlement, the limited information which Wheaton River released last week concerning the commitment of its Mexican silver production to a shell corporation, Silver Wheaton.
Silver Wheaton will have no material assets other than the right to purchase Wheaton Rivers Luismin mine output and Wheaton Rivers other contractual undertakings, and no independent management. Luismins current mineable silver reserves only support approximately 33 million ounces, or 27.5%, of the proposed long-term supply agreement. However, there has been no disclosure whether Wheaton River will provide contractual commitments (or the nature of any such commitments) to deliver the approximately 87 million ounces that will be required if Luismins Mexican silver assets are unable to produce more than their mineable reserves.
We doubt whether the proposed transaction will have any significant positive impact on Wheaton Rivers market valuation, and the initial market response seems to confirm our doubt. From Coeurs perspective, based on the limited information available, the transaction is not one that Coeur would undertake or approve. Announcement of the Silver Wheaton transaction on the heels of Wheaton Rivers abandonment of its proposed combination with IAMGold creates an obvious question of whether the Silver Wheaton transaction has any true purpose other than as a takeover defense. The fact that it was never mentioned in Wheaton Rivers proxy circular for the aborted IAMGold transaction is especially puzzling in light of Mr. Telfers statement that the transaction has been underway for many months and would have been completed following the IAMGold transaction.
Mr. Telfer has publicly stated that the Silver Wheaton transaction is not a takeover defense and if Coeurs tender offer for Wheaton River is successful Coeur will have the right not to proceed with the Silver Wheaton transaction. As we have publicly disclosed, following approval by the Coeur stockholders and all regulatory approvals, Coeur expects that it will be in a position to take up shares in its tender offer in the second part of September. Accordingly, this is to request your prompt written confirmation that the Silver Wheaton transaction will not be completed, and Coeurs right to abandon the transaction without penalty will be preserved, until final termination of Coeurs tender offer and its acceptance or rejection by the Wheaton River stockholders.
Sincerely yours,
/s/ Dennis E. Wheeler
Dennis E. Wheeler
Coeur dAlene Mines Corporation is the worlds largest primary silver producer, as well as a significant, low-cost producer of gold. The Company has mining interests in Nevada, Idaho, Alaska, Argentina, Chile and Bolivia.
Cautionary Statement
This document contains numerous forward-looking statements relating to the
Companys silver and gold mining business. Such forward-looking statements
include the statements above as to the impact of the proposed acquisition on
both the combined entity and the Companys stockholders. Such statements are
subject to numerous assumptions and uncertainties, many of which are outside
the Companys control. These include negotiation and completion of a formal
transaction agreement, governmental regulatory processes, the Companys ability
to successfully integrate the operations of Wheaton River, assumptions with
respect to future revenues, expected mining program performance and cash flows
and the outcome of contingencies. Operating, exploration and financial data,
and other statements in this document are based on information the company
believes reasonable, but involve significant uncertainties as to future gold
and silver prices, costs, ore grades, estimation of gold and silver reserves,
mining and processing conditions, the completion and/or updating of mining
feasibility studies, changes that could result from the Companys future
acquisition of new mining properties or businesses, the risks and hazards
inherent in the mining business (including environmental hazards, industrial
accidents, weather or geologically related conditions), regulatory and
permitting matters, risks inherent in the ownership and operation of, or
investment in, mining properties or businesses in foreign countries, as well as
other uncertainties and risk factors set out in the Companys filings from time
to time with the SEC, including, without limitation, the Companys reports on
Form 10-K and Form 10-Q. Actual results and timetables could vary
significantly from the estimates presented. Readers are cautioned not to put
undue reliance on forward-looking statements. The Company disclaims any intent
or obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise.
This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Wheaton River or Coeur. Coeurs offer to purchase will be made to Wheaton River shareholders only pursuant to tender offer material as required by applicable law. Coeur has filed a with the U.S. Securities and Exchange Commission a Registration Statement on Form S-4 and a Schedule TO. This communication is not a solicitation of a proxy from any security holder of Coeur dAlene Mines Corporation or Wheaton River Minerals Ltd. YOU ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING PROXY SOLICITATION MATERIALS, FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You can obtain such materials, and any amendments and supplements thereto, (as they become available) without charge at the SECs website, www.sec.gov. In addition, you may obtain tender offer materials and any related proxy statement/prospectus (as they become available) and the other documents filed by Coeur with the SEC by requesting them in writing from, 400 Coeur dAlene Mines Building, 505 Front Avenue, Coeur dAlene, Idaho 83814, Attn: Investor Relations, tel: (208) 667-3511.
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Contacts:
|
James A. Sabala | |
Chief Financial Officer | ||
208-769-8152 | ||
Mitchell J. Krebs | ||
Vice President Of Corporate Development | ||
773-255-9808 | ||
Joele Frank / Judith Wilkinson | ||
Joele Frank, Wilkinson Brimmer Katcher | ||
212-355-4449 | ||
Dan Burch / Steve Balet | ||
MacKenzie Partners, Inc. | ||
212-929-5500 |