FILED BY COEUR D'ALENE 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)
Coeur d'Alene Mines Corporation
505 Front Avenue, P.O. Box I
Coeur d'Alene, ID 83816-0316
Telephone 208.667.3511
Facsimile 208.667.2213
(COEUR LOGO)
PRESS RELEASE
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
COEUR TO LAUNCH TENDER OFFER TO ACQUIRE
ALL OUTSTANDING SHARES OF WHEATON RIVER
CONTINUES TO RECOMMEND ALL WHEATON RIVER SHAREHOLDERS VOTE AGAINST
PROPOSED IAMGOLD TRANSACTION ON GREEN PROXY CARD
RETAINS JP MORGAN AS ADDITIONAL FINANCIAL ADVISOR
Coeur d'Alene, Idaho, June 23, 2004 - Coeur d'Alene Mines Corporation
(NYSE:CDE) today announced that it intends to commence a tender offer to acquire
all of the outstanding shares of Wheaton River Minerals Ltd. (TSX:WRM, AMEX:WHT)
for the same consideration as Coeur's merger proposal announced on June 21,
2004. Coeur's Board of Directors has unanimously authorized the tender offer.
Coeur also announced that it has retained JP Morgan to join CIBC World
Markets Inc. as co-financial advisors in connection with Coeur's offer.
Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur, said,
"It is time to make the combination of Coeur and Wheaton River a reality. We
have repeatedly tried to negotiate with Wheaton River's Board and recently sent
two letters to the Special Committee of independent directors of Wheaton River
which have gone unanswered. We continue to believe our offer is superior to the
proposed IAMGold plan of arrangement and we have been making our case to Wheaton
River shareholders. By voting AGAINST the IAMGold plan of arrangement today and
then tendering their shares, Wheaton River shareholders can determine for
themselves the future of their company. The question of which company, Coeur or
IAMGold, offers more value to Wheaton River will now be decided by the
shareholders - the true owners of Wheaton River.
"We strongly recommend that Wheaton River shareholders VOTE AGAINST the
proposed IAMGold transaction on the GREEN proxy card. Shareholders should send a
strong message that their Board can't ignore - that shareholders want to bring
Coeur and Wheaton River together to create a global leader in the precious
metals industry. Our combination will create the fourth largest North American
precious metals company, enhance Coeur's position as the world's largest primary
silver producer, and create a top 10 global gold producer with among the lowest
cash costs and one of the highest growth rates in the industry. Wheaton River
shareholders will have the unique opportunity to participate in the upside of a
combined Coeur-Wheaton River by owning approximately 60% of the combined company
(based on Wheaton River's current outstanding shares)," said Mr. Wheeler.
COEUR'S OFFER
Pursuant to the offer, Coeur, through a wholly owned subsidiary, intends
to offer to purchase or exchange all outstanding Wheaton common shares for cash
or stock.
Under the terms of Coeur's offer, Wheaton River shareholders will be able
to elect to receive either:
(i) C$5.00 per Wheaton River common share in cash, subject to the
maximum cash consideration discussed below; or
(ii) 0.731 shares of Coeur common stock or 0.731 exchangeable shares of a
Canadian subsidiary of Coeur, for each Wheaton River common share
tendered.
All Cash Option. The maximum aggregate amount of cash that Coeur will pay
to Wheaton River shareholders under Coeur's tender offer is C$570 million
(assuming that all outstanding shares are tendered to the offer). Therefore,
elections to receive cash will be subject to proration if Wheaton River
shareholders request in the aggregate to receive more than C$570 million, as
adjusted based on the percentage of Wheaton River common shares tendered
pursuant to the offer. Based on the number of issued and outstanding Wheaton
River common shares on May 27, 2004, if all Wheaton River shareholders elect to
receive all cash for their Wheaton River common shares, shareholders will
receive C$1.00 per Wheaton River common share in cash and 0.577 shares of Coeur
common stock or 0.577 exchangeable shares of a Canadian subsidiary of Coeur. If
less than all Wheaton River shareholders elect the all cash option, Wheaton
River shareholders will receive up to C$5.00 per Wheaton River common share in
cash (subject to proration based on the maximum aggregate cash consideration of
C$570 million).
All Share Option. Canadian Wheaton River shareholders who elect to receive
stock will receive 0.731 exchangeable shares of a Canadian subsidiary of Coeur
for each Wheaton River common share tendered, while non-Canadian Wheaton River
shareholders will receive 0.731 shares of Coeur common stock for each Wheaton
River common share tendered. Each exchangeable share will be exchangeable at the
option of the holder into Coeur common stock on a one-for-one basis.
The following table sets forth possible results of the consideration
options:
MIXTURE OF CONSIDERATION BASED ON SHAREHOLDER ELECTION
------------------------------------------------------
FORM OF CONSIDERATION ALL SHARES OPTION ALL CASH OPTION
--------------------- ----------------- ---------------
Cash - C$1.00 per Wheaton River
share (1)
Coeur Shares/ 0.731 Coeur common shares 0.577 Coeur common shares
Exchangeable Shares or exchangeable shares or exchangeable shares (1)
Total Consideration C$4.01 per Wheaton River C$4.17 per Wheaton River
common share (2) common share (1) (2)
(1) Based on the number of issued and outstanding Wheaton River common
shares on May 27, 2004 and assuming that all shareholders select the all cash
option.
(2) Based on the value of Coeur common stock on June 22, 2004 and an
exchange rate on that date of C$1.3578 for each US$1.00.
Coeur currently contemplates that the transaction will include a new
parent holding company to be formed by Coeur. All of the existing shares of
Coeur will be converted into a like number of shares of this new holding
company. Because this new holding company will replace Coeur as the ultimate
parent entity and will have publicly traded stock, this new holding company will
issue the shares of common stock under the offer. Accordingly, the description
of the issuance of Coeur common stock under the offer refers to the issuance of
a like number of shares of this new Coeur holding company.
In addition, under Coeur's offer, it is currently contemplated that
warrant and option holders of Wheaton River will be entitled to receive an
equivalent value of Coeur warrants and options based on the exchange ratio.
CONDITIONS OF COEUR'S OFFER
The offer will be conditional upon, among other things: (i) the tendering
of at least 66 2/3% of the issued and outstanding Wheaton River common shares
(on a fully diluted basis); (ii) lawful termination of the amended and restated
Wheaton River-IAMGold arrangement agreement dated April 23, 2004; (iii) the
approval by Coeur shareholders of certain terms of the transaction, including an
amendment to Coeur's certificate of incorporation to increase Coeur's authorized
capital, the holding company structure and the issuance of shares of Coeur
common stock in the transactions; (iv) receipt of all necessary regulatory
approvals; (v) the absence of any Wheaton River material adverse change; as well
as other customary conditions. Coeur intends to solicit the requisite
shareholder approval as soon as practicable after the Special Meeting.
Based on closing share prices and US$/C$ exchange rates on June 22, 2004,
Coeur's offer provides Wheaton River shareholders a total value of approximately
C$4.17 for each Wheaton River common share, of which at least C$1.00 per share
(24%) is cash. Coeur's offer represents:
- An increase of approximately 11% over Coeur's initial proposal that
was announced on May 27, 2004.
- A premium of 26% (C$1.04 per share) to Wheaton River's closing share
price on May 27, 2004 and a premium of 5% (or C$0.20 per share) to
Wheaton River's closing price on June 22, 2004.
- An opportunity for Wheaton River shareholders to receive 24% of the
consideration in cash (based on Coeur's closing share price on June
22, 2004) for their Wheaton River common shares even if all Wheaton
River shareholders choose to receive cash.
In contrast, the IAMGold plan of arrangement offers Wheaton River
shareholders no cash whatsoever, less growth, significantly less trading
liquidity, no operating synergies and no management operational expertise.
A detailed description of the Coeur offer will be included in a
preliminary prospectus to be filed with the Securities and Exchange Commission.
The time period for the offer will be set forth in the definitive offer which
Coeur intends to mail to Wheaton River shareholders. CIBC World Markets Inc. and
JP Morgan are serving as dealer managers for the offer. Wheaton River
shareholders can get more information about the offer by contacting MacKenzie
Partners, Inc., which is serving as information agent.
As previously announced on June 21, 2004, Coeur commenced mailing of an
Information Circular to shareholders of Wheaton River recommending that all
shareholders VOTE AGAINST the proposed IAMGold plan of arrangement on the GREEN
proxy card at Wheaton River's reconvened Special Meeting of Shareholders
scheduled for July 6, 2004. The early cutoff for voting your proxy is 11:00 am
(Toronto time) on July 2, 2004. Due to the holiday on July 1, 2004, beneficial
shareholders in Canada should fax or deliver their GREEN proxy card via
overnight express to their intermediary by NOON on June 30, 2004. Beneficial
shareholders in the United States should vote by telephone / internet or deliver
their GREEN proxy card via overnight express to their intermediary by NOON on
July 1, 2004. If shareholders have any questions about how to revoke or change
their vote, please call MacKenzie Partners, Inc. at 1-800-322-2885 (toll-free)
or 212-929-5500 (call collect).
Coeur d'Alene Mines Corporation is the world's 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
Company's 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 Company's stockholders. Such statements are
subject to numerous assumptions and uncertainties, many of which are outside the
Company's control. These include negotiation and completion of a formal
transaction agreement, governmental regulatory processes, the Company's 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 Company's 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 Company's filings from time to time with the SEC,
including, without limitation, the Company's 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. This communication is not a
solicitation of a proxy from any security holder of Coeur d'Alene Mines
Corporation or Wheaton River Minerals Ltd. YOU ARE URGED TO READ ALL TENDER
OFFER MATERIALS AND ANY RELATED PROXY STATEMENT/PROSPECTUS IF AND WHEN THEY
BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC
AND THE SECURITIES COMMISSIONS OR EQUIVALENT REGULATORY AUTHORITIES IN CANADA
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain such
materials, and any amendments and supplements thereto, (as they become
available) without charge at the SEC's 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 d'Alene Mines Building, 505 Front Avenue, Coeur d'Alene, Idaho 83814,
Attn: Investor Relations, tel: (208) 667-3511.
# # #
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