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TORONTO (miningweekly.com) – Gold major Goldcorp on Thursday announced that it had obtained Canadian antitrust clearance for its C$2.6-billion hostile takeover bid for Quebec-based miner Osisko Mining.
TSX- and NYSE-listed Goldcorp said it had obtained an advance-ruling certificate under Section 102 of the Competition Act (Canada) confirming that the Commissioner of Competition would not have sufficient grounds to challenge the acquisition of Osisko.
Goldcorp also on Thursday responded to Osisko’s claims filed in the Quebec Superior Court on Wednesday, confirming that it was served with legal proceedings alleging the breach of a confidentiality agreement and seeking to enjoin Goldcorp's offer to acquire Osisko.
Goldcorp denied the allegations while it was in the process of reviewing the pleadings.
The company said it had met and discussed the offer with a significant number of Osisko's shareholders and have received strong support for the business combination.
"In addition to the immediate premium, they are excited at the prospect of further value creation available to them as shareholders of Goldcorp, given our 50% growth profile over the next two years, our portfolio of low-cost operations, which mitigates single-asset risks, and our strong balance sheet able to withstand any conceivable downturns in the gold market," Goldcorp president and CEO Chuck Jeannes said.
“The company would take all necessary steps to vigorously defend its position,” Goldcorp said.
FAIR OFFER
Goldcorp reasserted that its offer, which represented a 28% premium to the average closing price of Osisko's shares in the 20 days prior to the bid announcement on January 13, was “full and fair” in the current market, which had seen fundamental changes take place.
Under terms of the unsolicited offer, TSX- and NYSE-listed Goldcorp offered Osisko shareholders 0.146 of a Goldcorp common share and C$2.26 in cash for each Osisko common share tendered. The offer was scheduled to end on February 19.
The gold major said its offer reflected the current market environment for gold and gold equities and provided a strong premium based on any reasonable valuation metric; adding that the premium was in addition to the substantial increase in Osisko's share price, which began in the weeks leading up to Goldcorp's bid.
“We have seen fundamental changes take place in the gold market and the gold mining industry in recent years. Successful gold companies today must be financially disciplined, and make investments that provide strong rates of return to investors as opposed to overpaying for assets.
“Valuations have changed in connection with this fundamental market shift and we believe we have made a full and fair premium offer to Osisko shareholders,” Jeannes said.
Osisko has said that it intended to explore value-maximising alternatives. However, Goldcorp said that without new information forthcoming in Osisko’s directors' circular or other public disclosures, their only strategy appears to be to wait and hope for an improved valuation.
Goldcorp noted that it had a long track record of concluding mutually beneficial transactions, saying that in every instance, Goldcorp's proposals and discussions with Osisko were undertaken with a similar intent. “Osisko's management did not choose to engage in negotiations or even make a counterproposal to the several written offers that were presented to them by Goldcorp,” the company said.
The proposed deal would give Goldcorp control over Osisko's flagship Canadian Malartic mine, which was expected to produce an average of between 500 000 oz and 600 000 oz of gold a year, over a 16-year mine life. It is located in the abundant Abitibi mining district and began commercial production in May 2011. In 2013 , the mine produced 475 277 oz of gold at an estimated cash cost of C$760/oz, compared with 388 478 oz at a cash cost of C$849/oz in 2012.
Osisko’s TSX-listed stock price on Thursday shed C$0.27 to trade at C$6.62 apiece.