Last checked at 29 Dec 2009 07:30
Penmont Submits Revised Proposal to Acquire Canplats Resources Corporation for C$4.80 per Share
Determined by Canplats to be "Superior Proposal"
London, Mexico City; December 29, 2009 - Fresnillo plc announces that Minera Penmont S. de R. L. de C.V., its 56% owned joint venture with Newmont Mining Corporation (44%), has submitted a revised binding proposal to Canplats Resources Corporation for the acquisition of all of the common shares of Canplats for C$4.80 per share.
The revised proposal by Minera Penmont followed the announcement on December 24, 2009 that Goldcorp Inc. had amended the terms on which it proposed to acquire the common shares of Canplats to match the proposal made by Penmont on December 21, 2009, which Canplats was required to accept under the terms of its original agreement with Goldcorp.
Under the terms of the revised proposal, Canplats shareholders would receive, for each Canplats share, C$4.60 in cash and a share in a new exploration company with a notional value of C$0.20. The new exploration company, all of the shares of which would be distributed to Canplats shareholders, would hold interests in certain early-stage exploration properties located in Durango and Chihuahua states, Mexico and C$10 million to fund its activities. The consideration that would be received by Canplats shareholders were the Minera Penmont proposal to be implemented by Canplats represents a premium of 9% to the value of the amended Goldcorp transaction terms.
Canplats has disclosed that its Board of Directors has determined, after receiving a recommendation to such effect from its Special Committee and the advice of the financial and legal advisors to the Company, that Penmont's revised proposal is a "superior proposal" to the transaction currently proposed by Goldcorp and has provided notice of such determination to Goldcorp.
Canplats also has disclosed that under the terms of the Goldcorp's agreement with Canplats, Goldcorp has a period of five business days expiring on Tuesday, January 5, 2010 (the "Response Period") to offer to amend the terms of that agreement. If, within the Response Period, Goldcorp offers to amend the its agreement with Canplats such that the Canplats Board determines that the proposed transaction with Penmont is no longer a superior proposal, Canplats will be required to amend its agreement with Goldcorp and implement the amended agreement. In that circumstance, no agreement would be entered into between Canplats and Penmont with respect to the transaction proposed by Penmont.
Canplats has disclosed that if, within the Response Period, Goldcorp does not offer to amend its agreement with Canplats, or if the proposed Penmont transaction continues to be superior to an amended transaction proposed by Goldcorp, Canplats intends to pay Goldcorp the agreed termination payment of C$9.3 million, terminate its agreement with Goldcorp, and enter into an agreement with Penmont to complete a transaction on the revised terms proposed by it. In that event, the directors and officers of Canplats will enter into lock-up agreements with respect to the transaction with Penmont on substantially the same terms as the agreements entered into with Goldcorp and pursuant to which, among other things, they will agree to vote their Canplats common shares, options and warrants in favour of the Penmont transaction at a meeting of shareholders of Canplats to be called to consider such transaction.
Penmont's financial advisor is Scotia Capital and its legal advisors are Goodmans LLP in Canada and Wachtell, Lipton, Rosen & Katz in the United States.
For further information, contact:
Fresnillo plc
London Office Tel: +44 (0)20 7399 2470
Octavio Alvidrez, Head of Investor Relations
Mexico City Office
Gabriela Mayor Tel: +52 55 52 79 3203
Brunswick Tel: +44 (0)20 7404 5959
Carole Cable
David Litterick
About Fresnillo plc
Fresnillo Plc is the world's largest primary silver producer and Mexico's second largest gold producer, listed on the London Stock Exchange under the symbol FRES.
Fresnillo has three producing mines, all of them in Mexico - Fresnillo, Ciénega and Herradura; two development projects - Saucito, Soledad & Dipolos; and three exploration prospects - San Juan, San Julian, Orysivo, as well as a number of other long term exploration prospects and, in total, has mining concessions covering approximately 1.75 million hectares in Mexico.
Fresnillo has a strong and long tradition of mining, a proven track record of mining development and reserves replacement, and a low cost of production, being in the lowest quartile of the cost curve for both silver and gold.
Fresnillo intends to maintain its position as the world's largest primary silver producer with the aim of approximately doubling production, on a silver equivalent ounce basis by 2018 and increasing its gold production.
About Canplats Resources Corporation
Canplats' main focus is the development of Camino Rojo, a new gold and polymetallic discovery in Zacatecas state, Mexico. The 339,000 hectare (1,309 square mile) project is wholly-owned by Canplats. The Represa deposit at Camino Rojo hosts 3.44 million ounces gold and 60.7 million ounces silver in measured and indicated resources with additional inferred resources of 0.55 million ounces gold and 7.6 million ounces silver and remains open along strike and to depth. A positive preliminary assessment has been returned for Camino Rojo and a prefeasibility study is currently underway.