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Published on Gold Anti-Trust Action Committee (http://www.gata.org)

Goldcorp pays 33% premium for Glamis and will own 60% of new company

By cpowell
Created 2006-08-31 04:40

Goldcorp and Glamis Agree to US$21.3 Billion Combination
Creating the World's Premier Gold Mining Company

Joint Company Press Release
via Market Wire
Thursday, August 31, 2006

http://biz.yahoo.com/iw/060831/0158924.html [1]

TORONTO -- Goldcorp Inc. and Glamis Gold Ltd. announced today that they have agreed to combine in a US$21.3 billion transaction to create one of the world's largest gold mining companies. The new company will continue under the name Goldcorp Inc.

Under the terms of the transaction, which is structured as a Plan of Arrangement, Glamis' common shareholders will exchange each Glamis share for 1.69 common shares of Goldcorp, representing a value of US$51.49 per share based upon the closing price of Goldcorp on August 30, 2006. This represents a premium of 32.7% to the closing price of Glamis' shares on the TSX on August 30, 2006 and 34.8% to the 20-day volume weighted average trading price of Glamis' shares on the TSX.

The new Goldcorp will have the following attributes:

-- Best production growth profile among major gold companies;

-- Proven and probable reserves of approximately 41.1 million gold ounces;

-- Resource base of approximately 14.0 million gold ounces of measured and indicated resources plus inferred resources of approximately 30.9 million gold ounces;

-- Lowest cost senior producer;

-- Focused operations and growth projects in the Americas with approximately 11,000 employees;

-- Strong balance sheet and robust cash flow to finance growth; and

-- All gold reserves and production unhedged.

Ian Telfer, President and Chief Executive Officer of Goldcorp, said, "The combination of Goldcorp and Glamis will create a world class low-cost gold producer in the Americas with industry-leading growth from an exciting portfolio of development projects. We believe that this transaction represents an excellent value proposition to our shareholders."

Kevin McArthur, President and Chief Executive Officer of Glamis, added, "This transaction merges the talents of the two top-performing gold mining companies over the past five years. We will leverage this talent to deliver on a very exciting mine-building and growth program for the company's long-term future. This transaction provides tremendous value to Glamis shareholders."

... Summary of the Transaction

The acquisition of Glamis by Goldcorp is expected to be completed by way of a court- approved Plan of Arrangement whereby each Glamis common share will be exchanged for 1.69 Goldcorp common shares on a tax-deferred basis for both Canadian and U.S. shareholders. After completion of the transaction, current Goldcorp shareholders will own approximately 60% of Goldcorp and current Glamis shareholders will own approximately 40%. It is expected that the transaction will close in November.

The combination has been approved by the boards of directors of Goldcorp and Glamis and will be subject, among other things, to the favourable vote of 66 2/3% of the Glamis common shares voted at a special meeting of shareholders called to approve the transaction. The board of directors of Glamis has determined that the transaction is in the best interest of Glamis and that the exchange ratio is fair to the Glamis shareholders and unanimously recommends that holders of Glamis shares vote in favour of the transaction. Each of Orion Securities Inc. and J.P. Morgan Securities Inc. have provided opinions to the board of directors of Glamis that the share exchange ratio is fair, from a financial point of view, to the holders of common shares of Glamis. Senior officers and directors of Glamis have agreed to vote in favour of the transaction.

Glamis has agreed to pay a break fee to Goldcorp under certain circumstances of US$215 million. Glamis has also provided Goldcorp with certain other customary rights, including a right to match competing offers.

... Management Team and Board of Directors

Ian Telfer, President and Chief Executive Officer of Goldcorp, will become Chairman of the new Goldcorp. Kevin McArthur, President and Chief Executive Officer of Glamis, will become President and Chief Executive Officer of the new Goldcorp. The new Goldcorp will continue to be based in Vancouver, British Columbia.

The board of directors of the new Goldcorp will be comprised of 10 members, six from the board of Goldcorp and four from the board of Glamis.

... Advisors and Counsel

Goldcorp's financial advisors are Merrill Lynch Canada Inc. and CIBC World Markets Inc. and its strategic advisors are GMP Securities L.P., BMO Capital Markets, Canaccord Capital Corporation and Genuity Capital Markets. Goldcorp's counsel are Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP. Glamis' financial advisors are Orion Securities Inc. and J.P. Morgan Securities Inc. Glamis' counsel are Osler, Hoskin & Harcourt LLP, Lang Michener LLP and Neal, Gerber & Eisenberg LLP.

.. About Goldcorp

Goldcorp is one of the world's lowest-cost and fastest growing multi-million ounce gold producers with operations throughout the Americas and Australia. Gold production in 2006 is expected to be approximately 1.8 million ounces on an annualized basis, at total cash cost of less than US$100 an ounce. In the second half of 2006, production is expected to be 950,000 ounces. The company does not hedge its gold production.

... About Glamis

Glamis is the premier intermediate gold producer with low cost mines and development projects in Nevada, Mexico and Central America. Plans call for growth to over 700,000 ounces of gold by 2007. The company remains 100 percent unhedged.

... Conference Call

A conference call will be held on August 31, 2006 at 10:00 am (ET) to discuss this transaction.

To listen to the conference call please dial: Local Access: 416-695-6622 or Toll-Free Access: 1-877-888-3855. This call is also being webcast and can be accessed at Goldcorp's website at: www.goldcorp.com [2]. Investors can also access the webcast at www.InvestorCalendar.com [3].

The call will be recorded and can be played back by dialing: Local Access: 416-695-5275 or Toll-Free Access: 1-888-509-0081 Passcode: 630333.

The webcast will be available for replay.

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Source URL:
http://www.gata.org/node/4344