Agnico-Eagle Commences Formal Take-Over Bid to Acquire Grayd
14 October 2011 - 12:00AM
Marketwired
Agnico-Eagle Mines Limited ("Agnico-Eagle") (NYSE:AEM)(TSX:AEM) and
Grayd Resource Corporation ("Grayd") (TSX VENTURE:GYD)(OTCQX:GYDRF)
jointly announced today that Agnico-Eagle has formally commenced
its previously announced take-over bid (the "Offer") to acquire all
of the outstanding common shares of Grayd at a price of $2.80 per
share. The Offer represents a premium of 65.7% to the volume
weighted average price of Grayd shares on the TSX Venture Exchange
for the 20-day period ended September 16, 2011 (the last trading
day prior to announcement of Agnico-Eagle's intention to make the
Offer).
Pursuant to the Offer, Grayd shareholders will be entitled to
receive, at their option, for each Grayd share they own, either
$2.80 in cash or 0.04039 of an Agnico-Eagle share and $0.05 in
cash, in each case subject to pro ration. The maximum amount of
cash payable by Agnico-Eagle under the Offer will be equal to
one-third of the total consideration (approximately $92 million).
The maximum number of shares issuable by Agnico-Eagle under the
Offer will be approximately 2.7 million (based on the number of
Grayd shares outstanding on September 19, 2011 on a fully-diluted
basis), or approximately 1.4% of Agnico-Eagle's outstanding shares
on a fully-diluted basis. The Offer is subject to customary
conditions, including that a minimum of 66 2/3% of the outstanding
Grayd shares (on a fully-diluted basis) are tendered to the
Offer.
The Offer is open for acceptance until 5:00 p.m. (Toronto time)
on November 18, 2011, unless the Offer is extended or
withdrawn.
The board of directors of Grayd, upon the unanimous
recommendation of its Special Committee, has unanimously approved
Agnico-Eagle's acquisition of Grayd pursuant to the Offer and has
unanimously recommended that Grayd shareholders tender their shares
to the Offer. The recommendation of the Grayd board is supported by
a fairness opinion provided by Desjardins Securities Inc. to the
Special Committee.
The formal offer to purchase and take-over bid circular and the
related letter of transmittal and notice of guaranteed delivery
(collectively, the "Offer Documents"), containing the terms and
conditions of the Offer and instructions for tendering Grayd
shares, together with Grayd's directors' circular, are in the
process of being mailed to Grayd shareholders and will be filed
today with the applicable securities regulators and will be
available on SEDAR at www.sedar.com under Grayd's profile.
The depositary for the Offer is Computershare Trust Company of
Canada (the "Depositary") and the information agent for the Offer
is Kingsdale Shareholder Services Inc. (the "Information Agent").
Questions and requests for assistance, including assistance with
respect to tendering your Grayd shares to the Offer, or requests
for additional copies of the Offer Documents, may be directed to
the Depositary at 1-800-564-6253
(corporateactions@computershare.com) or the Information Agent at
1-800-749-9197 (contactus@kingsdaleshareholder.com).
Agnico-Eagle has engaged TD Securities Inc. as its financial
advisor and Davies Ward Phillips & Vineberg LLP as its legal
advisor in connection with the Offer. Grayd has engaged Canaccord
Genuity Corp. as its financial advisor and Cassels Brock &
Blackwell LLP as its legal advisor in connection with the
Offer.
About Agnico-Eagle
Agnico-Eagle is a long established, Canadian headquartered gold
producer with operations located in Canada, Finland and Mexico and
exploration and development activities in Canada, Finland, Mexico
and the United States. Agnico-Eagle has full exposure to higher
gold prices consistent with its policy of no forward gold sales and
maintains a corporate strategy based on increasing shareholders'
exposure to gold on a per share basis. It has paid a cash dividend
for 29 consecutive years.
About Grayd
Grayd is a growth-oriented junior natural resource company
focused primarily on exploring and developing a large land position
in Mexico which is highly prospective for gold and silver
mineralization.
U.S. Shareholders
This press release does not constitute an offer to purchase or
sell or a solicitation of an offer to sell or purchase shares of
Grayd or Agnico-Eagle made to any person in the United States of
America, its possessions and other areas subject to its
jurisdiction or to, or for the account or benefit of, a U.S. person
(as defined in Regulation S under the United States Securities Act
of 1933, as amended). The Offer will be made to these persons
solely under the registration statement and the Offer Documents
that Agnico-Eagle expects to file with the United States Securities
and Exchange Commission (the "SEC"). U.S. investors and
securityholders are advised to read these documents carefully when
they become available, because they will include important
information regarding the Offer. At that time, investors and
securityholders may obtain a free copy of the Offer Documents from
the SEC's website at www.sec.gov.Free copies of these documents can
also be obtained by directing a request to Agnico-Eagle. INVESTORS
AND SECURITYHOLDERS SHOULD READ THE OFFER DOCUMENTS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE OFFER.
Contacts: Agnico-Eagle Mines Limited Investor Relations (416)
947-1212info@agnico-eagle.comwww.agnico-eagle.com For further
information regarding the Offer, contact the Information Agent at
1-800-749-9197 (contactus@kingsdaleshareholder.com) Grayd Resource
Corporation Marc A. Prefontaine President and CEO (604) 681-7446
Grayd Resource Corporation Daniel G. McIntyre Manager Corporate
Communications of Grayd (604) 681-7446www.grayd.com
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