Agnico Eagle Votes Against Chantrell
Transaction
Stock Symbol: AEM (NYSE and TSX)
TORONTO, June 24, 2019 /PRNewswire/ - Agnico Eagle
Mines Limited (NYSE:AEM, TSX:AEM) ("Agnico Eagle")
today reiterates that its previously announced offer (the "Agnico
Proposal") for all the shares of Alexandria Minerals Corporation
("Alexandria") at $0.05 per share in
cash or shares represents a substantial premium to the offer by
Chantrell Ventures Corp. ("Chantrell") to be considered at a
meeting of Alexandria shareholders
scheduled to be held on June 28,
2019. The board of directors of Alexandria has determined that the Agnico
Proposal constitutes a "superior proposal" under the terms of the
arrangement agreement dated May 14,
2019 (the "Chantrell Agreement") between Alexandria and Chantrell, entitling
Alexandria to terminate the
Chantrell Agreement if Chantrell does not match the Agnico
Proposal. Alexandria has announced that Chantrell's right to
match the Agnico Proposal expires at 11:59 p.m. on
June 27, 2019. The Agnico
Proposal was first announced in Agnico Eagle's news release dated
June 13, 2019.
Agnico Eagle has voted all of the common shares of Alexandria it
owns (approximately 28.8 million shares, representing approximately
5.6% of the issued and outstanding Alexandria shares) AGAINST the Chantrell
offer. In addition, Agnico Eagle intends to exercise its
dissent rights with respect to the Chantrell offer, as
provided for under the interim order of the court with respect to
the Chantrell transaction. Assuming the inferior Chantrell
offer is either voted down by Alexandria shareholders or terminated prior to
the Alexandria shareholders
meeting, Agnico Eagle will proceed with its superior offer.
Agnico Eagle's Proposal
The Agnico Proposal provides each Alexandria shareholder with the option to
receive, for each Alexandria
share, either: (i) C$0.05 in cash
(the "Cash Option"); (ii) 0.000819355 common shares of Agnico
Eagle ("Agnico Shares") plus C$0.000001 in cash; or (iii) 0.000819355 Agnico
Shares (the "Share Option"). Based on the Cash Option, the
Agnico Proposal represents a premium of:
- 25% to the implied value of C$0.04 per Alexandria share under the Chantrell
Agreement;
- 43% to the unaffected Alexandria share price on May 13, 2019, the last trading day prior to the
public announcement of the Chantrell Agreement; and
- 60% to the market value valuation of the Chantrell offer based
on the 20-day VWAP of Alexandria
shares as of June 13, 2019, the last
trading day prior to the public announcement of the Agnico
Proposal.
The Agnico Proposal is not subject to any financing or due
diligence condition.
Key Benefits of the Agnico Proposal to Alexandria
Shareholders
In addition to the substantial premium to the historical trading
price of Alexandria shares and to
the value of the Chantrell offer, as described above, the Agnico
Proposal would offer the following key benefits to Alexandria shareholders:
- Certainty of Value – the Agnico Proposal provides immediate
value certainty for Alexandria
shareholders who select the Cash Option and enhanced certainty of
value for Alexandria shareholders
who elect to receive Agnico Shares, when compared to the shares
being offered under the Chantrell transaction, which have no
trading history and are expected to have substantially less
liquidity than Agnico Shares.
- Substantially Less Execution Risk – the Agnico Proposal has
substantially less execution risk given that: (i) it is not
contingent on the completion of any other transaction, or subject
to approval by Agnico Eagle's shareholders or any financing; and
(ii) there are no regulatory approvals or consents required that
would impede or delay consummation of the Agnico Proposal.
- Continued Participation in the Cadillac Break Property Package
– Alexandria shareholders who
elect to receive Agnico Shares would have the opportunity to
continue to participate in any future value increases associated
with the continued exploration and subsequent development and
operation of Alexandria's
properties. As Quebec's largest
gold producer, with a 100% interest in the LaRonde, Goldex and
LaRonde Zone 5 mines and a 50%
interest in the Canadian Malartic mine (which mines are located
within 50 kilometres of each other and near Alexandria's properties), Agnico Eagle is
uniquely positioned to create value from these properties.
- Operational Capabilities of Agnico Eagle – Alexandria shareholders that elect to receive
Agnico Shares can rely on Agnico Eagle's long operating track
record and demonstrated success in exploring, developing,
commissioning and operating large-scale projects, and can be
assured that Agnico Eagle has the necessary exploration,
development, financing and operating experience to continue to
explore, and if appropriate, develop and mine Alexandria's properties.
- Participation in a Company with Geographically Diverse Projects
– Alexandria shareholders that
elect to receive Agnico Shares would also benefit from having an
equity position in a company with substantial geographic diversity.
At present, Agnico Eagle has interests in mining properties located
in Mexico, Canada, Europe, Latin American and the United States and operates mines in
northwestern Quebec, northern
Mexico, northern Finland and Nunavut.
- Market Capitalization and Liquidity – Agnico Eagle is listed on
both the Toronto Stock Exchange and the New York Stock Exchange and
has a market capitalization of more than C$15.1 billion. Agnico Eagle's shares are highly
liquid, with an average daily trading volume of approximately 1.2
million shares on the Toronto Stock Exchange, representing
approximately C$65 million on a daily
basis over the last 12 months.
About Agnico Eagle
Agnico Eagle is a senior Canadian gold mining company that has
produced precious metals since 1957. Its operating mines are
located in Canada, Finland and Mexico, with exploration and development
activities in each of these countries as well as in the United States and Sweden. Agnico
Eagle and its shareholders have full exposure to gold prices due to
its long-standing policy of no forward gold sales. Agnico
Eagle has declared a cash dividend every year since 1983.
Forward-Looking Statements
The information in this news release has been prepared as at
June 24, 2019. Certain
statements in this news release, referred to herein as
"forward-looking statements", 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. These statements can be identified by the use of words
such as "may", "will" or similar terms.
Forward-looking statements in this news release include, but are
not limited to: statements relating to the outcome of the
Alexandria meeting, the Agnico
Proposal to acquire Alexandria
shares, the outcome of the Agnico Proposal and any expected
strategic rationale and benefits to Alexandria shareholders offered in support of
the Agnico Proposal.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, while considered reasonable by
Agnico Eagle as of the date of such statements, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. Many factors, known and
unknown, could cause actual results to be materially different from
those expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made.
Other than as required by law, Agnico Eagle does not intend,
and does not assume any obligation, to update these forward-looking
statements.
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SOURCE Agnico Eagle Mines Limited