-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Syh4NRMIfmJ7hcggI/9xtWvwccbVNXaFHzln0nQT6zuQYvAHnV6SVh+QQP1Wg7Xl CdA5ycWeK+M2e9+D5jwD9A== 0000950148-07-000170.txt : 20070703 0000950148-07-000170.hdr.sgml : 20070703 20070703172310 ACCESSION NUMBER: 0000950148-07-000170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070703 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COEUR D ALENE MINES CORP CENTRAL INDEX KEY: 0000215466 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820109423 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08641 FILM NUMBER: 07962049 BUSINESS ADDRESS: STREET 1: 400 COEUR D ALENE MINES BLDG STREET 2: 505 FRONT AVE CITY: COEUR D ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 2086673511 MAIL ADDRESS: STREET 1: 400 COEUR D ALENE MINES BLDG STREET 2: 505 FRONT AVE CITY: COEUR D STATE: ID ZIP: 83814 8-K 1 v31680e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 3, 2007
Coeur d’Alene Mines Corporation
(Exact name of registrant as specified in its charter)
         
IDAHO
(State or other jurisdiction
of incorporation or organization)
  1-8641
(Commission File Number)
  82-0109423
(IRS Employer Identification No.)
505 Front Ave., P.O. Box “I”
Coeur d’Alene, Idaho, 83816
(Address of Principal Executive Offices)
(208) 667-3511
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01 Other Events
     On July 3, 2007, Coeur d’Alene Mines Corporation announced that it has completed its due diligence under the terms of the Merger Implementation Agreement with Bolnisi Gold NL which is part of a larger transaction that also includes Coeur’s acquisition of Palmarejo Silver and Gold Corporation. Coeur and Bolnisi expect to complete the transaction in the fourth quarter of 2007.
     The foregoing information does not purport to be complete and is qualified in its entirety by reference to the full text of the press release filed as an exhibit hereto.
Additional Information
     The proxy statement that Coeur plans to file with the United States Securities and Exchange Commission (“SEC”) and Canadian securities regulators and mail to its shareholders will contain information about Coeur, Bolnisi, Palmarejo, the Palmarejo Project, the proposed transaction and related matters. Shareholders are urged to read the proxy statement carefully when it is available, as it will contain important information that shareholders should consider before making a decision about the transaction. In addition to receiving the proxy statement from Coeur by mail, shareholders will also be able to obtain the proxy statement, as well as other filings containing information about Coeur, without charge, from the SEC’s website (www.sec.gov) and the Canadian securities regulators website (www.sedar.com) or, without charge, from Coeur. This report is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Coeur. Coeur and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Coeur’s shareholders with respect to the proposed transaction. The Coeur shares to be issued in the Transaction have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Coeur intends to issue such Coeur shares pursuant to the exemption from registration set forth in Section 3(a)(10) of the Securities Act. Information regarding any interests that Coeur’s executive officers and directors may have in the transaction will be set forth in the proxy statement.
     Copies of the merger implementation agreements and certain related documents have or will be filed with the SEC and Canadian securities regulators and will be available at the SEC’s website at www.sec.gov and at the Canadian securities regulators’ website at www.sedar.com.
Forward-Looking Statements
     This Current Report on Form 8-K contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed acquisition of Bolnisi and Palmarejo by Coeur and the risks and uncertainties related to the occurrence of future events. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the current economic environment, the company and its industry. Certain factors that could cause actual events not to occur as expressed in the forward-looking statement include, but are not limited to, (i) the failure

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to obtain the necessary approval by Coeur’s, Bolnisi’s, or Palmarejo’s shareholders, antitrust clearance and certain other governmental approvals in a timely manner or at all and (ii) the satisfaction of various other closing conditions contained in the Merger Implementation Agreements. Other potential risks and uncertainties are discussed in Coeur’s reports and other documents filed with the SEC from time to time. Coeur assumes no obligation to update the forward-looking information. Such forward-looking statements are based upon many estimates and assumptions and are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of Coeur’s management. Inclusion of such forward-looking statements herein should not be regarded as a representation by Coeur that the statements will prove to be correct.
Item 9.01. Financial Statements and Exhibits
(d)   Exhibits:
Exhibit 99.1        Press Release dated July 3, 2007

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Coeur d’Alene Mines Corporation

 
 
Date: July 3, 2007  By:   /s/ James A. Sabala    
    Name:   James A. Sabala   
    Title:   Executive Vice President and
Chief Financial Officer 
 
 

4

EX-99.1 2 v31680exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
Investor Relations
PRESS RELEASE
Coeur d’Alene Mines, Bolnisi and Palmarejo Provide Transaction Update
Coeur Completes Due Diligence
Companies Committed to Closing Transaction in Fourth Quarter of 2007 COEUR D’ALENE, Idaho & SYDNEY, Australia & LONGUEUIL, Quebec—(BUSINESS WIRE)—July 3, 2007—Coeur d’Alene Mines Corporation (NYSE:CDE) (TSX:CDM), Bolnisi Gold NL (ASX:BSG) and Palmarejo Silver and Gold Corporation (TSX VENTURE:PJO) today announced that Coeur has completed its due diligence under the terms of the Merger Implementation Agreement with Bolnisi and that the companies expect to complete the transaction in the fourth quarter of 2007.
The Joint Operating Committee has completed its work and a Project Development Committee responsible for daily management of the mine’s construction consisting of professional staff from Coeur, Bolnisi and Palmarejo has been established. The companies have agreed to appoint an interim project manager to be a senior Coeur executive with substantial development and operational expertise.
While the initial focus will be to develop the Rosario deposit using open pit mining methods, the Project Development Committee will complete a pre-feasibility study by the end of August, which will include a combined open-pit and underground mine development scenario.
Based on a recently-completed scoping study and optimization work for this combined open-pit and underground mine development, the total estimated capital costs to bring the Palmarejo Project into production, including pre-stripping, underground development, mining fleet, power line, ongoing permitting, owner’s costs and contingency, will be approximately US$200 million and initial production from open pit mining is expected in the fourth quarter of 2008.
“We are pleased to have completed the due diligence process, and continue to believe that this transaction is in the best interests of Coeur’s shareholders,” said Dennis E. Wheeler, Coeur’s Chairman, President and Chief Executive Officer. “With this transaction, the companies are establishing the new Coeur as the clear leader in the silver mining industry with the addition of this world-class silver/gold asset located in Mexico. In addition, we believe the combined company’s balance sheet will sufficiently fund all three of our major development projects over the next two years — San Bartolome, Kensington, and Palmarejo — without a need to further access the capital markets.”
Norman A. Seckold, Chairman of Bolnisi and Palmarejo, said, “We continue to be very excited about this transaction, as it provides our shareholders with the opportunity to participate in the upside potential of what we believe will be the world’s premier silver company. By leveraging Coeur’s expertise in underground and open cut project development, we expect to realize the full value of the Palmarejo Project.”
The companies expect to begin mailing information to Coeur, Bolnisi, and Palmarejo shareholders in September. All three companies’ shareholder meetings are expected to be held in October. Assuming timely completion of the required regulatory processes and receipt of the required shareholder and court approvals, the companies expect the transaction to be completed in the fourth quarter of 2007.

 


 

About Coeur d’Alene Mines
Coeur d’Alene Mines Corporation is one of the world’s leading primary silver producers and a growing gold producer. The company has mining interests in Alaska, Argentina, Australia, Bolivia, Chile, Nevada, and Tanzania.
About Bolnisi
Bolnisi Gold NL is an Australia-based company engaged in mining and exploration for gold and minerals. The Company’s activities are all Mexican precious metals operations with an existing portfolio of projects, which include the Palmarejo Silver-Gold project (including Trogan), Chihuahua; the Yecora Gold-Silver project, Sonora, and the El Realito Gold-Silver project, Chihuahua.
About Palmarejo
Palmarejo Silver And Gold Corporation is a silver/gold exploration company listed on the TSX Venture Exchange under the symbol “PJO.” Palmarejo’s principal activity is to explore and develop gold and silver properties located in the Temoris District of Chihuahua, Mexico within the Sierra Madre Occidental mountain range.
Cautionary Statement
This press release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements regarding the terms and conditions of the proposed transaction and anticipated operating results. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the control of Coeur or Palmarejo, as the case may be. Operating, exploration and financial data, and other statements in this press release are based on information that Coeur or Palmarejo, as the case may be, believes is reasonable, but involve significant uncertainties affecting the business of Coeur or Palmarejo, as the case may be, including, but not limited to, future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, construction schedules, currency exchange rates, and the completion and/or updating of mining feasibility studies, changes that could result from future acquisitions 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 filings made from time to time with the SEC and the Ontario Securities Commission, including, without limitation, Coeur’s reports on Form 10-K and Form 10-Q and Palmarejo’s Annual Information Form. Additionally, there are risks that the parties will not proceed with the proposed transaction, that the ultimate terms of the proposed transaction will differ from those that currently are contemplated, and that the proposed transaction will be not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur and Palmarejo disclaim any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur and Palmarejo undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur and Palmarejo, their financial or operating results or their securities or the proposed transaction.

 


 

Additional Information
The proxy statement that Coeur plans to file with the United States Securities and Exchange Commission (“SEC”) and Canadian securities regulators and mail to its shareholders will contain information about Coeur, Bolnisi, Palmarejo, the Palmarejo Project, the proposed transaction and related matters. Shareholders are urged to read the proxy statement carefully when it is available, as it will contain important information that shareholders should consider before making a decision about the proposed transaction. In addition to receiving the proxy statement from Coeur by mail, shareholders will also be able to obtain the proxy statement, as well as other filings containing information about Coeur, without charge, from the SEC’s website (www.sec.gov) and the Canadian securities regulators’ website (www.sedar.com) or, without charge, from Coeur. This announcement is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Coeur. Coeur and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Coeur’s shareholders with respect to the proposed transaction. Information regarding any interests that Coeur’s executive officers and directors may have in the proposed transaction will be set forth in the proxy statement. The Coeur shares to be issued in the proposed transaction have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Coeur intends to issue such Coeur shares pursuant to the exemption from registration set forth in Section 3(a)(10) of the Securities Act.
Copies of the merger implementation agreements and certain related documents will be filed with the SEC and Canadian securities regulators and will be available at the SEC’s website at www.sec.gov and at the Canadian securities regulators’ website at www.sedar.com.
CONTACT: Coeur
Tony Ebersole, 208-771-0150
Director — Investor Relations
or
Mitchell J. Krebs, 888-545-1138
Senior Vice President — Corporate Development
or
Matthew Sherman / Jennifer Schaefer
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
or
Bolnisi
Norman Seckold, 011 (61 2) 9247 5300
Chairman
or
Palmarejo
James Crombie, 450-677-2253
President & CEO
SOURCE: Coeur d’Alene Mines Corporation
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Coeur d’Alene Mines’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.

 

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