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IAMGOLD Corp. Message Board

  • Vancouverite1 Vancouverite1 Jun 10, 2004 1:23 PM Flag

    NEWS

    Golden Star Commences Offer To Shareholders To Acquire IAMGold


    13:09 EDT Thursday, June 10, 2004

    DENVER, COLORADO--(CCNMatthews - Jun 10, 2004) - Golden Star Resources Ltd. ("Golden Star") (TSX:GSC; AMEX:GSS) today filed its formal offer for all of the common shares of IAMGold Corporation ("IAMGold") (TSX:IMG; AMEX:IAG) with securities regulators in Canada and the United States and is mailing its offering circular and related documents to IAMGold shareholders.

    Under the terms of the share exchange offer, which remains open until 9:00 pm on July 16, 2004, IAMGold shareholders will be entitled to receive 1.15 common shares of Golden Star for each IAMGold common share they hold. The offer provides IAMGold shareholders with a 13% premium over the closing price of IAMGold common shares on the Toronto Stock Exchange on May 27, 2004, when Golden Star announced its proposed business combination with IAMGold.

    "We are offering IAMGold shareholders immediate excellent value for their investment and the opportunity to participate in the potential of a dynamic pure-gold company," said Peter Bradford, President and Chief Executive Officer of Golden Star. "The combination of our two companies is accretive to shareholders of both IAMGold and Golden Star and will create an intermediate gold producer with a portfolio of profitable gold mining operations, development projects and exploration properties focused in West Africa - one of the world's most promising areas for future gold discoveries and the development of large, low-cost mining operations."

    Mr. Bradford added: "We believe that our offer is clearly superior, both financially and strategically, to the proposed arrangement between IAMGold and Wheaton River Minerals Limited that shareholders are being asked to consider at the IAMGold shareholders meeting scheduled for June 29, 2004."

    On June 8, 2004, the Ontario Superior Court of Justice ordered the IAMGold annual and special meeting, scheduled for that day, to be postponed to allow shareholders the opportunity to receive and consider the Golden Star offer.

    Golden Star believes that, on successful completion of its offer, the combined business of Golden Star and IAMGold would be a new, essentially unhedged intermediate gold producer focused on West Africa and providing shareholders with:

    - Increased gold production: approximately 800,000 ounces in 2005, generating more than US$100 million in net free cash flow from 2006 (after capital and exploration expenditures) and with further growth potential based on having the largest reserve and resource base among intermediate gold producers;

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    • Do not try to make too much sense out of anything Johnny the Chimp tells you. He is very, very dense and does not understand too much at all.

    • and simple. It is designed not to succeed but to slow down the WHT/IAM merger and make it as costly to these to companies as possible.

      It is clear that GSS does not expect to get shareholder approval with this stale outdated and low ball offer. The judge, seeing this offer should immediately reverse her decision.

      • 4 Replies to dnielsen50
      • I got a suspicion this afternoon that GSS's objective is to delay and tie our merger up in court for months if they can. In GSS's latest demands they "requested the opportunity to conduct timely due diligence to meet one of the conditions of its offer."

        So here we are -- denied the opportunity to pursue our own business plan with the company we own, so Golden Star might, after some undetermined amount of time, feel willing to make good an offer to buy our shares. Who actually "owns" these shares now? It certainly is not us because we don't have the right to dispose of this property in the manner that the majority of the ownership decides? The more this Judge's decision is reflected in light of the current and actual circumstances, more unjust it appears. As a shareholder I am dismayed by the Canadian court's interference in my basic property rights.

        b.

      • " It is designed not to succeed but to slow down the WHT/IAM merger and make it as costly to these to companies as possible."

        So what's their motivation? Do you think some big gold fund is stuck on the wrong side (short) and can't get out of their position quickly so they need some of their "clients" to muck things up to help cause WHT longs to sell to them? I don't know! Any other guesses?

      • Now now just be a willing bride and pucker up those lips for a big kiss for GSS, your suitor!

      • <The judge, seeing this offer should immediately reverse her decision.>

        Judgeee Wudgeee is not going to reverse her decision. Don't be silly.

        The offer is a good one. You get 1.15 shares of a USA gold company for each 1 share of a Canadian gold company. Pretty simple. If someone was offering you $1.15US for each $1.00Can, would you take it? Sure you would.

        Join the Golden Star winning team in Denver. Tender your shares today!

    • - A commanding land position: Golden Star has an extensive land position on mineralized areas of the prolific Ashanti Gold Belt in Ghana and has the proven exploration expertise to maximize these holdings;

      - Financial strength: a strong balance sheet with approximately US$200 million in cash and cash equivalents, before any break fees;

      - Management strength: the Golden Star management team will bring to the combined company many years of operating and project development experience in Ghana and other parts of Africa;

      - Substantial cost savings: potential synergies resulting in annual cost savings estimated at approximately US$8 million;

      - The benefits of a strong regional focus: the combined company would emerge as the predominant intermediate gold mining company active in West Africa based on our extensive operating, project development and exploration experience, as well as our geological knowledge base and financial strength;

      - Increased competitiveness: using its financial, management and technical strength, as well as its greater presence in West Africa, the combined company would be able to compete more effectively for world-class gold projects in the region. It would have more opportunities to increase its portfolio by acquiring additional properties and by becoming the partner of choice for junior gold explorers in the region. We believe we would have greater flexibility than the senior gold companies active in West Africa in the pursuit of growth opportunities;

      - Increased market profile: with a market capitalization of approximately US$1.4 billion, based on current share prices, the shares of the combined company would be eligible investments for more institutional investors in the United States, Canada and Europe. This should create an excellent balance of capital markets participation between the TSX and AMEX, with anticipated daily trading volumes of approximately US$25 to $30 million per day, based on the three months to March 31, 2004.

      The offer is conditional on: not less than 66 2/3% of the IAMGold common shares (on a fully diluted basis) being validly deposited under the offer and not withdrawn; the previously announced transaction between IAMGold and Wheaton River not proceeding; Golden Star being provided access to non-public information about IAMGold, and receipt of all applicable regulatory approvals. If these conditions are met or waived and Golden Star acquires the IAMGold common shares pursuant to the offer, Golden Star intends to acquire the remaining common shares in accordance with applicable laws.

      BMO Nesbitt Burns is acting as Golden Star's financial advisor in connection with the offer and Fasken Martineau DuMoulin LLP is acting as Golden Star's Canadian legal advisor.

      For further information about the offer, IAMGold shareholders can contact Innisfree M&A Incorporated at 1-877-825-8772 (English speakers) or 1-877-825-8777 (French speakers).

 
IAG
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