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Goldcorp 'disappointed' in Osisko allegations

Goldcorp 'disappointed' in Osisko allegations

Photo by Reuters

5th February 2014

By: Henry Lazenby

Creamer Media Deputy Editor: North America

  

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TORONTO (miningweekly.com) – Goldcorp late on Tuesday said it was disappointed in the “baseless legal claims that serve only to delay” the bid process and distract Osisko Mining shareholders from the “compelling” value that its C$2.6-billion hostile takeover bid for the Quebec-based miner represents.

TSX- and NYSE-listed Goldcorp said it denied the validity of statements made by Osisko representatives that a verbal agreement was reached to extend an expired standstill provision included in a confidentiality agreement between the two companies signed on October 16, 2012.

Osisko last month started a legal proceeding in the Quebec Superior Court, alleging that, in making its hostile takeover bid for Osisko, Goldcorp misused confidential information and otherwise acted in a manner not permitted by the confidentiality agreement between the parties.

Osisko also alleged that Goldcorp acted in bad faith and in a manner contrary to applicable law, in certain of its actions, before launching its hostile bid.

As a result, Osisko was seeking an order enjoining the hostile bid and further conduct by Goldcorp that Osisko might allege is in breach of the confidentiality agreement.

However, Goldcorp this week retorted, saying certain statements by Osisko representatives in the claim contradicted statements made in Osisko’s directors' circular dated January 24, regarding Osisko's understanding of its obligations and rights under the 2012 confidentiality agreement.

"Osisko has had time to explore all reasonable value-maximising alternatives and it seems to have chosen instead to try to deny its shareholders the opportunity to tender. A significant number of Goldcorp and Osisko shareholders continue to express support for this transaction and we believe that the best opportunity to maximise the value of the Canadian Malartic mine is within Goldcorp's mine portfolio,” Goldcorp president and CEO Chuck Jeannes said in a statement.

Osisko had previously said the offer was “very low” and “price opportunistic”.

In a hearing held on Tuesday, the Superior Court of Quebec confirmed the timeline of the legal proceedings filed by Osisko last week. The hearing was set to take place from March 3 to 5.

Goldcorp provided an undertaking to the court to not take up and pay for Osisko shares tendered under the offer until it had received judgment following the hearing, and accordingly, extended the offer from February 19, to March 10.

On January 13, 2014 Goldcorp announced an offer to acquire Osisko for C$5.95 per share in cash and shares. Under the terms of the offer, Osisko shareholders would receive 0.146 of a Goldcorp common share and C$2.26 in cash for each Osisko common share.

The offer represented a premium of 28% over the 20-day volume-weighted average share price of Osisko from all trading on Canadian exchanges for the period ending January 10.

Edited by Creamer Media Reporter

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