Osisko Settles Litigation With Goldcorp; Goldcorp To Extend Offer To April 15

(RTTNews) - Osisko Mining Corp. (OSK.TO) announced Monday that it has reached an agreement with Goldcorp Inc. (GG, G.TO) to settle the proceeding that Osisko commenced against Goldcorp in the Quebec Superior Court. Osisko Mining said Goldcorp agreed to extend offer to April 15, 2014.

As per the settlement, Goldcorp has agreed not to take up and pay for shares deposited to its hostile take-over bid prior to April 15, 2014. In return, Osisko has agreed to waive the application of its shareholder rights plan on the earlier to occur of April 15, 2014, and the date Osisko enters into any third party transaction, to provide Goldcorp access to due diligence materials beginning on the earlier to occur of April 1, 2014 and the date that Osisko enters into any third party transaction, and to terminate its court proceeding against Goldcorp. The settlement also contemplates that no alternative transaction can be closed prior to April 15, 2014.

Osisko said it is continuing to manage a robust process to aggressively pursue a range of value maximizing alternatives that are in the best interests of Osisko, the Osisko shareholders and other stakeholders.

The settlement contemplates that the deadlines described above may be abbreviated if Osisko announces a value maximizing alternative to Goldcorp's hostile bid prior to April 15, 2014.

Sean Roosen, President and Chief Executive Officer of Osisko Mining said, "Given the robustness of our process to pursue value maximizing alternatives, the extension to April 15, 2014 provides a meaningful extension to the anticipated time to complete this work. The April 15, 2014 date also provides certainty of timing for those in the process to complete their work and propose executable arrangements to unlock value for all stakeholders. Goldcorp has had extensive historic due diligence up until last fall, and this agreement will also allow them to refresh their views."

On 4th February, Goldcorp refuted allegations made in a Claim filed in Superior Court of Quebec by Osisko Mining Corp. on January 29, 2014 alleging improper activities related to Goldcorp's Offer to acquire all of the outstanding shares of Osisko.

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.

Further, statements made by Osisko representatives in the Claim clearly contradict statements made in the Osisko Directors' Circular dated January 24, 2014 with respect to Osisko's understanding of its obligations and rights under the 2012 confidentiality agreement.

Goldcorp had provided an undertaking to the court to not take up and pay for Osisko shares tendered under the Offer until receipt of judgement following the hearing.

Accordingly, Goldcorp had said it planned to extend the Offer to 5:00 p.m. EST on March 10, 2014 from 5:00 p.m. EST on February 19, 2014.

On 29th January, Osisko Mining announced that it filed with Canadian securities regulatory authorities and commenced the mailing of its directors' circular in response to the hostile take-over bid launched by Canadian gold miner Goldcorp Inc in mid-January 2014.

The Directors' Circular had contained the unanimous recommendation of the board of directors of Osisko, following the recommendation of the special committee of independent directors and advice from its financial and legal advisors, that Osisko shareholders Reject the Goldcorp Offer and not tender their Osisko shares to the Goldcorp Offer.

Osisko Mining had said that the Goldcorp Offer fails to recognize the strategic value of Osisko's asset base. The timing of the Goldcorp Offer was opportunistic. Goldcorp was offering an immaterial premium which was well below those paid in relevant precedent transactions. The Goldcorp Offer was highly conditional. Goldcorp's prior proposals to Osisko would have all been value destructive to Osisko Shareholders.

On 20th January, Osisko Mining said its Board recommended that the company's shareholders reject the hostile take-over bid launched by Goldcorp and not tender their shares to the offer. The Special Committee and the Board concluded that the offer is financially inadequate and not in the best interests of Osisko.

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 will be entitled to receive 0.146 of a Goldcorp common share plus C$2.26 in cash for each Osisko common share. This 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, 2014.