GLAMIS GOLD LTD company history: the story so far

History

Glamis Gold bid for Goldcorp in early 2005, raised once, ended without taking up any shares when Goldcorp holders backed a rival deal; its securities were delisted in 2006.

2005: The Goldcorp bid

Glamis Gold, a British Columbia company headquartered in Reno, Nevada, and led by CEO C. Kevin McArthur, made its one big move on January 7, 2005. It formally launched a takeover bid for all of Goldcorp Inc., offering 0.89 of a Glamis share for each Goldcorp share. The filing valued the deal at $2,856,644,848, based on 210,124,667 Goldcorp shares at $13.595. The bid was paid for in Glamis shares rather than cash, so success would have meant issuing many new Glamis shares. The record gives no share counts for Glamis itself.

On January 18 Glamis said it had gone further and launched a dissident proxy solicitation, meaning it was asking Goldcorp shareholders to vote against their own board at a special meeting set for January 31. A Dissident Proxy Circular had been filed on January 17. The offer terms stayed the same.

On February 2 an amendment added detail. Glamis estimated offer costs of $7.6 million, and if the bid succeeded it expected about $14.2 million of investment banking fees plus up to $3.2 million of other expenses.

On February 7 Glamis raised its offer to 0.92 of a Glamis share per Goldcorp share and extended it from February 14 to February 24. Goldcorp had by then announced a special dividend, and Glamis responded in a February 8 press release.

2005-2006: The bid ends

The bid collapsed on February 10, 2005. Goldcorp shareholders approved Goldcorp's acquisition of Wheaton River Minerals, which meant one of the offer's conditions could not be met. Glamis let the offer expire and took up and paid for no Goldcorp shares. It also noted that its own shareholders had approved removing the limit on how many common shares it could issue. The filings do not say what Glamis planned to do with that authority.

The record then goes quiet for nearly two years. On November 6, 2006, the exchange filed to remove a class of Glamis securities from listing. On November 8, 2006, Glamis terminated the registration of a class of securities, ending its reporting obligation for them. The beats do not explain why.

Written from the 7 story beats below (2005 to 8 Nov 2006), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2006

8 Nov
GLAMIS GOLD LTD terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
6 Nov
GLAMIS GOLD LTD's exchange filed to remove a class of its securities from listing.
listing compliance notice

2005

10 Feb
Amendment No. 13, marked as the final amendment, says Goldcorp shareholders approved the Wheaton River Minerals acquisition on February 10, 2005, so one of the offer's conditions cannot be met. Glamis says it will let the offer expire and will not take up or pay for any deposited Goldcorp shares, ending the takeover bid. It also notes a February 9 press release on Glamis shareholders approving removal of the limit on how many common shares Glamis can issue. This resolves the open threads on the bid outcome and the Goldcorp vote; Glamis ends up without Goldcorp.
business combination
9 Feb
Amendment No. 12 raises Glamis's offer for Goldcorp from 0.89 to 0.92 of a Glamis share for each Goldcorp share, and extends the offer from February 14 to February 24, 2005, per a Notice of Variation and Extension dated February 7. It also adds a February 8 press release responding to a special dividend announced by Goldcorp, and a conference call transcript. The higher exchange ratio improves the terms for Goldcorp holders, and means Glamis would issue more of its own shares if the bid succeeded.
business combination
2 Feb
Amendment No. 9 corrects and adds detail to the Offer and Circular. Shares must be taken up and paid for within 10 days of the expiry date or of deposit, Glamis estimates offer costs of $7.6 million, and if the offer succeeds it expects about $14.2 million of investment banking fees plus up to $3.2 million of other expenses. It also adds a financial table comparing figures for Glamis and Goldcorp, and the 0.89-share exchange ratio is unchanged.
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18 Jan
Amendment No. 3 says Glamis launched a dissident proxy solicitation for Goldcorp's special shareholders meeting on January 31, 2005, and filed a Dissident Proxy Circular with Canadian regulators on January 17. This moves the bid into a vote contest at Goldcorp, while the offer terms stay the same.
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7 Jan
Glamis Gold formally launched a takeover bid for all shares of Goldcorp Inc., offering 0.89 of a Glamis common share for each Goldcorp share. The filing's fee table values the deal at $2,856,644,848, based on 210,124,667 Goldcorp shares at $13.595. The full terms are in the Offer and Circular dated January 7, 2005, which is incorporated by reference and not reproduced here.
business combination