Osisko Mining Says Goldcorp's Buyout Offer "very Low And Price Opportunistic"

(RTTNews) - Osisko Mining Corp. (OSK.TO) said Wednesday that Canadian gold miner Goldcorp Inc.'s (GG,G.TO) C$2.6 billion buyout Offer is very low and price opportunistic in light of Osisko's asset base. Osisko's Board remains committed to delivering superior value for shareholders and all stakeholders and will continue to pursue all initiatives to that end.

However, Osisko said it will continue to review Goldcorp's buyout Proposal and will communicate with its shareholders as appropriate.

Osisko said that the 15% premium to Osisko's unaffected share price implied by Goldcorp's Offer is very low and the price opportunistic in light of Osisko's asset base.

Osisko noted that its board has formed a Special Independent Committee including five independent members. The Special Independent Committee has retained Stikeman Elliott LLP as its legal adviser.

"Shareholders are reminded that the Corporation recommends that shareholders defer taking any action in respect of the Offer until the Board of Directors of the Corporation makes a recommendation as to the merits of the Offer," said Osisko.

On Monday, Goldcorp said that it plans to commence an offer to acquire smaller peer Osisko Mining Corp. in a cash and stock deal for about C$2.6 billion, or $2.38 billion.

Under the terms of the offer, Osisko shareholders would be entitled to receive 0.146 of a Goldcorp common share plus C$2.26 in cash for each Osisko common share held by them.

Based on Goldcorp's closing share price on Toronto Stock Exchange or TSX of C$25.29 on January 10, 2014, the total consideration offered to Osisko shareholders is C$5.95 per Osisko common share. The offer price represents a 15 percent premium to Osisko's TSX closing share price of C$5.17 on January 10, 2014.

Goldcorp had noted that the offer would be open for acceptance until February 19, 2014, unless extended or withdrawn. The offer will be subject to customary conditions, including the acceptance by Osisko shareholders owning not less than 66 2/3 percent of Osisko shares outstanding on a fully-diluted basis.

Goldcorp had said that the offer would not require the approval of Goldcorp's shareholders. Goldcorp obtained a $1.25 billion non-revolving term credit facility from Scotiabank. The credit facility, together with the company's cash on hand of about $620 million and an undrawn credit facility of $2 billion, would be sufficient to fund the cash portion of the offer.