FILED BY COEUR DALENE MINES CORPORATION PURSUANT TO
RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED
FILED PURSUANT TO RULE 14A-12 UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
SUBJECT COMPANY: WHEATON RIVER MINERALS LTD. (NO. 1-3156)
Coeur dAlene Mines Corporation | ||
505 Front Avenue, P.O. Box I | ||
Coeur dAlene, ID 83816-0316 | ||
Telephone 208.667.3511 | ||
Facsimile 208.667.2213 | ||
Press Release |
FOR IMMEDIATE RELEASE
COEUR ASTOUNDED BY WHEATON RIVER BOARD ACTIONS
TO DISENFRANCHISE STOCKHOLDERS
WHEATON RIVER UNNECESSARILY PROCEEDS WITH
STOCKHOLDER MEETING DESPITE
COURT-ORDERED POSTPONEMENT OF IAMGOLD MEETING
WHEATON RIVER BOARD AGAIN DENIES STOCKHOLDERS ADDITIONAL
TIME TO CONSIDER COEURS SUPERIOR PROPOSAL
WHEATON RIVER ANNOUNCED VOTE COUNT IGNORES
TRUE STOCKHOLDER SENTIMENT
Coeur dAlene, Idaho, June 8, 2004 Coeur dAlene Mines Corporation (NYSE:CDE) today issued the following statement regarding todays Special Meeting of Stockholders of Wheaton River Minerals Ltd. (TSX:WRM, AMEX:WHT):
Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur, said, We are astounded as were Wheaton River stockholders present at the meeting that Wheaton Rivers Board unnecessarily proceeded with its Stockholder Meeting today despite todays ruling by the Ontario Superior Court of Justice requiring IAMGOLD Corporation (TSX:IMG, AMEX:IAG) to postpone its Stockholder Meeting. Wheaton River ignored the efforts of many stockholders to cast votes against the IAMGOLD transaction, including Wheaton Rivers largest institutional investor. Had those votes been counted, we believe the outcome of todays meeting would have been reversed. Wheaton River chose to accept the affirmative vote of only about one-third of its total shares as representative of the sentiment of all of its stockholders.
The decision by the Ontario Court provided Wheaton River an opportunity to give its stockholders three full weeks of additional time to consider our increased and superior proposal. The Wheaton River Board might also have used this time to more fully review our proposal, instead of relying on its previous token review and hasty rejection. We do not understand why Wheaton River failed to take advantage of this additional time to consider our superior proposal and further do not understand why the meeting was conducted in a manner that ultimately resulted in a vote that ignores the true sentiment of Wheaton River stockholders.
The effect of Wheaton Rivers vote today, if allowed to stand, will be that IAMGOLD stockholders will have a 21-day option on the transaction, while Wheaton River stockholders will have no choice. We question the agenda of the Wheaton River Chairman and Board and their reasons for proceeding with todays stockholder vote.
In todays world of heightened corporate governance standards, we would be shocked to see a public company employ any procedures that would have the effect of disenfranchising stockholders. We call upon Wheaton River to immediately make available all of the voting records from todays meeting.
Coeur intends to continue to pursue its superior merger proposal. We are carefully considering all of our options, concluded Mr. Wheeler.
CIBC World Markets Inc. is acting as financial advisor to Coeur. Gibson, Dunn & Crutcher LLP and Stikeman Elliott LLP are acting as legal counsel to Coeur.
Coeur dAlene Mines Corporation is the worlds largest primary silver producer, as well as a significant, low-cost producer of gold. The Company has mining interests in Nevada, Idaho, Alaska, Argentina, Chile and Bolivia.
Cautionary Statement
The United States Securities and Exchange Commission permits mining companies,
in their filings with the SEC, to disclose only those mineral deposits that a
company can economically and legally extract or produce. We use the term
resource in this press release which the SEC guidelines strictly prohibit us
from including in our filings with the SEC. Investors are urged to consider
closely the disclosure in our Form 10-K for the year ended December 31, 2003
and Form 10-Q for the quarter ended March 31, 2004. You can review and obtain
copies of that filing from the SEC website at
http://www.sec.gov/edgar.html.
This document contains numerous forward-looking statements relating to the Companys silver and gold mining business. The United States Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements. Such forward-looking statements include the statements above as to the impact of the proposed acquisition on both the combined entity and the Companys stockholders. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Companys control. These include negotiation and completion of a formal transaction agreement, governmental regulatory processes, the Companys ability to successfully integrate the operations of Wheaton River, assumptions with respect to future revenues, expected mining program performance and cash flows and the outcome of contingencies. Operating, exploration and financial data, and other statements in this document are based on information the company believes reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, the completion and/or updating of mining feasibility studies, changes that could result from the Companys future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries, as well as other uncertainties and risk factors set out in the Companys filings from time to time with the SEC, including, without limitation, the Companys reports on Form 10-K and Form 10-Q. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Wheaton River or Coeur. This communication is not a solicitation of a proxy from any security holder of Coeur dAlene Mines
Corporation or Wheaton River Minerals Ltd. If a transaction is agreed upon or an offer commenced, Coeur will file a proxy statement/prospectus and any other relevant documents concerning the proposed transaction with Wheaton River with the SEC and the securities commissions or equivalent regulatory authorities in Canada. YOU ARE URGED TO READ ANY SUCH PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR EQUIVALENT REGULATORY AUTHORITIES IN CANADA BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain any such proxy statement/prospectus (if and when it becomes available) and any other documents filed with the SEC free of charge at the SECs website, www.sec.gov. In addition, you may obtain the proxy statement/prospectus (if and when it becomes available) and the other documents filed by Coeur with the SEC by requesting them in writing from, 400 Coeur dAlene Mines Building, 505 Front Avenue, Coeur dAlene, Idaho 83814, Attn: Investor Relations, tel: (208) 667-3511.
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Contacts: |
James A. Sabala | |
Chief Financial Officer | ||
208-769-8152 | ||
Mitchell J. Krebs | ||
Vice President Of Corporate Development | ||
773-255-9808 | ||
Joele Frank / Judith Wilkinson | ||
Joele Frank, Wilkinson Brimmer Katcher | ||
212-355-4449 | ||
Dan Burch / Steve Balet | ||
MacKenzie Partners, Inc. | ||
212-929-5500 |