(All amounts expressed in Canadian dollars unless otherwise noted)
AGNICO-EAGLE TO INCREASE THE MAXIMUM CASH CONSIDERATION IN ITS
OFFER FOR GRAYD RESOURCE CORPORATION
Toronto,
ON - October 20, 2011 - Agnico-Eagle Mines Limited
("Agnico-Eagle") (NYSE & TSX: AEM) and Grayd
Resource Corporation ("Grayd")
(TSX-V: GYD & OTCQX: GYDRF) jointly announced today that they have
agreed to amend the acquisition agreement dated September 19, 2011 and
Agnico-Eagle will amend the offer ("Offer") made by Agnico�Eagle
for all of the outstanding shares of Grayd
dated October 13, 2011 to double the maximum amount of cash available
under the Offer to approximately $183 million. The maximum number
of common shares of Agnico-Eagle available for issuance under the Offer
is unchanged at approximately 2.7 million Agnico-Eagle shares (based on
the number of shares of Grayd outstanding on a
fully-diluted basis as at September 19, 2011).
As a result
of this amendment, shareholders of Grayd who
prefer cash consideration will be able to receive a greater proportion of
the offer price in cash. By way of example, if all shareholders
elect the cash option, each shareholder would be entitled to receive
approximately $1.87 in cash and 0.01371 of an Agnico-Eagle share for each
share deposited. In these circumstances the cash portion would
represent approximately two-thirds of the total consideration under the Offer
(based on the value of the Offer on the date it was announced).
Shareholders still have the same entitlement under the amended offer to
elect to receive shares of Agnico-Eagle.
The board of
directors of Grayd, upon the unanimous
recommendation of its Special Committee, has unanimously reconfirmed its
recommendation that Grayd shareholders tender
their shares to the Offer.
A notice of
change and variation will be mailed to shareholders of Grayd and filed with the applicable securities
regulators shortly. The expiry time of the Offer remains unchanged
at 5:00 p.m. (Toronto time) on November 18, 2011, unless the Offer is
extended or withdrawn.
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).
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 news 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). On
October 13, 2011, Agnico-Eagle filed with the United States Securities
and Exchange Commission (the "SEC") a Registration
Statement on Form F-80, which includes the Offer and take-over bid
circular and other Offer documents. Agnico-Eagle will be filing
with the SEC an amendment to the Form F-80 containing the notice of
change and variation shortly. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DISCLOSURE DOCUMENTS FILED BY AGNICO-EAGLE FROM TIME
TO TIME WITH THE SEC REGARDING THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. The Offer and take-over bid
circular have been sent to shareholders of Grayd
and the notice of change and variation will be sent to shareholders of Grayd shortly. Investors may also obtain a
free copy of the Offer documents filed by Agnico-Eagle from time to
time with the SEC at the SEC's website at www.sec.gov. INVESTORS AND SECURITY HOLDERS SHOULD READ THE OFFER
DOCUMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER.
Forward-looking statements
The information in this news
release has been prepared as at October 20, 2011. Certain
statements contained in this news release constitute
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
"forward looking information" under the provisions of Canadian
provincial securities laws and are referred to herein as
"forward-looking statements". When used in this
document, words such as "will", "if",
"would" and similar expressions are intended to identify
forward-looking statements or information.
Such statements and information
include without limitation statements regarding the amount of cash
consideration available to cash-electing shareholders of Grayd, the consideration entitlement of each
shareholder of Grayd if all shareholders
elect the cash option, and the mailing and filing of a notice of change
and variation by Agnico-Eagle.
This forward-looking information
is subject to numerous risks, uncertainties and assumptions, certain of
which are beyond the control of Grayd and/or
Agnico-Eagle, including risks relating to acquisitions, including,
without limitation, the parties may be unable to complete the
acquisition or completing the acquisition may be more costly than
expected because, among other reasons, conditions to the closing of the
acquisition may not be satisfied; problems may arise with the ability
to successfully integrate the businesses of Agnico-Eagle and Grayd; the parties may be unable to obtain
regulatory approvals required for the acquisition; Agnico-Eagle may not
be able to achieve the benefits from the acquisition or it may take
longer than expected to achieve those benefits; and the acquisition may
involve unexpected costs or unexpected liabilities. Other risks
include the impact of general economic conditions; industry conditions;
volatility of metals prices; volatility of commodity prices; currency
fluctuations; mining risks; risks associated with foreign operations;
governmental and environmental regulation; competition from other
industry participants; the lack of availability of qualified personnel
or management; stock market volatility; the ability of Agnico-Eagle to
complete or successfully integrate an announced acquisition proposal;
unexpected costs or unexpected liabilities related to the acquisition;
and failure to obtain required regulatory approvals, including stock
exchange approvals. Readers are cautioned that the material
assumptions used in the preparation of such information, although
considered reasonable at the time of preparation, may prove to be
imprecise. Actual results, performance or achievement could
differ materially from those expressed in, or implied by, this
forward-looking information and, accordingly, no assurance can be given
that any of the events anticipated by the forward-looking information
will transpire or occur, or if any of them do so, what benefits that Grayd and/or Agnico-Eagle will derive therefrom. Agnico-Eagle and Grayd disclaim any intention or obligation to
update or revise any forward�looking information, whether as a result
of new information, future events or otherwise except as required by
applicable securities laws. Neither the TSX Venture Exchange nor
its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts any responsibility for
the adequacy or accuracy of this release.
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