Canplats Board Determines That Offer From Penmont Is a Superior Proposal
December 22 2009 - 8:50PM
Marketwired
Canplats Resources Corporation (TSX VENTURE: CPQ) ("Canplats" or
the "Company") announces that it has received a binding proposal
from Minera Penmont, S. de R.L. de C.V. ("Penmont") for the
acquisition by Penmont of all of the outstanding common shares of
Canplats by way of a plan of arrangement that is financially
superior to the terms of the business combination agreement between
Canplats and Goldcorp Inc. ("Goldcorp") originally announced
November 16, 2009 (the "Goldcorp Agreement"). The Board of
Directors of Canplats (the "Canplats Board") 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 the proposed agreement with Penmont is a "superior
proposal" for the purposes of the Goldcorp Agreement and has
provided notice of such determination to Goldcorp. The
consideration that would be received by Canplats shareholders if
the Penmont proposal was implemented represents a premium of 84% to
the 20-day volume weighted average trading price of the Canplats
common shares on the TSX Venture Exchange prior to the announcement
by Canplats that it entered into the Goldcorp Agreement and a
premium of 38% to the implied value of the proposed Goldcorp
transaction based on the closing price of the common shares of
Goldcorp on the Toronto Stock Exchange on December 22, 2009.
Under the transaction proposed by Penmont, Canplats shareholders
would receive, for each Canplats common share, C$4.20 in cash and
shares of a new exploration company with a notional value of
C$0.20. The new exploration company would hold C$10 million in cash
and Canplats' Rodeo, El Rincon, Mecatona, Maijoma and El Alamo
Properties. Except for its financially superior terms, and the fact
that all (and not 90.1% as outlined in the Goldcorp Agreement) of
the shares of the new exploration company would be distributed to
Canplats' securityholders, the proposed agreement with Penmont is
substantially similar to the Goldcorp Agreement, including with
respect to the treatment of outstanding options and warrants to
purchase common shares of the Company. The proposed agreement with
Penmont includes a break fee, payable to Penmont in certain
circumstances, of C$9.3 million, which is the same percentage of
the value of the Penmont transaction as the break fee payable to
Goldcorp under the Goldcorp Agreement.
Under the terms of the Goldcorp Agreement, Goldcorp has a period
of five business days expiring on Thursday, December 31, 2009 (the
"Response Period") to offer to amend the terms of that
agreement.
If, within the Response Period, Goldcorp offers to amend the
Goldcorp Agreement such that the Canplats Board determines that the
proposed agreement with Penmont is no longer a superior proposal,
Canplats will be required to enter into an amendment to the
Goldcorp Agreement and implement the amended agreement. In that
circumstance, no agreement will be entered into between Canplats
and Penmont with respect to the transaction proposed by
Penmont.
If, within the Response Period, Goldcorp does not offer to amend
the Goldcorp Agreement, 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$7.2 million, terminate the Goldcorp Agreement and
enter into an agreement with Penmont to complete a transaction on
the 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 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 securityholders of Canplats to be called to consider
such transaction.
Canplats will issue further news releases providing additional
information as developments warrant, including information with
respect to any changes to the meeting of securityholders of
Canplats currently scheduled for January 14, 2010.
Penmont, a company jointly owned by Fresnillo PLC ("Fresnillo")
and Newmont USA Limited, a subsidiary of Newmont Mining Corporation
("Newmont"), owns the operating Herradura mine and the nearly
complete Soledad & Dipolos project, both located in Sonora,
Mexico. Fresnillo, the world's largest primary silver producer and
Mexico's second largest gold producer, is listed on the London
Stock Exchange under the symbol "FRES". Newmont is one of the
world's largest gold producers with significant assets or
operations in the United States, Australia, Peru, Indonesia, Ghana,
Canada, New Zealand and Mexico. Its common shares are listed on the
New York Stock Exchange under the symbol "NEM".
To receive Canplats' news releases, contact Blaine Monaghan,
Director, Investor Relations, at info@canplats.com or (866)
338-0047.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this news release that are not
historical fact, such as statements regarding the economic
prospects of the company's projects, future plans or future
revenues, timing of development or potential expansion or
improvements, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995 and
forward-looking information under the provisions of Canadian
securities laws (collectively, "forward-looking statements"). Such
forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from
estimated results. Such risks and uncertainties include, but are
not limited to, the company's ability to raise sufficient capital
to fund development, changes in economic conditions or financial
markets, changes in prices for the company's mineral products or
increases in input costs, litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments in Mexico, technological and operational difficulties
or inability to obtain permits encountered in connection with
exploration and development activities, labour relations matters,
and changing foreign exchange rates, all of which are described
more fully in the company's filings with the Securities and
Exchange Commission and on SEDAR. The company undertakes no
obligation to publicly update or otherwise revise any
forward-looking statements, whether as a result of new information,
future events or other factors, except as required by law. Readers
are cautioned not to place undue reliance on forward-looking
statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Canplats Resources Corporation R.E. Gordon Davis
Chairman and C.E.O. Direct: (604) 629-8292 Canplats Resources
Corporation Bruce A. Youngman President and C.O.O. Direct: (604)
629-8293 Canplats Resources Corporation Blaine Monaghan Director,
Investor Relations Direct: (604) 629-8294 or Toll-Free: (866)
338-0047 info@canplats.com www.canplats.com G2 Consultants
Corporation NA Toll-Free: (866) 742-9990 or (604) 742-9990 (604)
742-9991 (FAX) canplats@g2consultants.com
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