AGNICO-EAGLE COMMENCES FORMAL
TAKE-OVER BID TO ACQUIRE GRAYD
Toronto,
ON - October 13, 2011 - Agnico-Eagle Mines Limited
("Agnico-Eagle") (NYSE & TSX: AEM) and Grayd
Resource Corporation ("Grayd")
(TSX-V: 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18, 2011, unless the Offer is extended or withdrawn.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
Mines Limited 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.
|
|