Osisko Mining Corp. and Goldcorp Inc. have reached an out-of-court settlement over Osisko’s legal action aimed at blocking Goldcorp’s hostile $2.6-billion takeover offer.
The announcement was made Monday, just before Quebec Superior Court proceedings expected to last three days were set to begin.
Terms of the settlement include an extension of Goldcorp’s offer to April 15 from March 10. Montreal-based Osisko has agreed to provide Goldcorp with access to due diligence data starting April 1 or earlier if Osisko signs a transaction agreement with a rival bidder.
Osisko had alleged in its suit that Vancouver-based Goldcorp misused confidential information it got last year as a result of an agreement between the two companies to pursue merger talks.
The out-of-court settlement was reached in the early-morning hours Monday after 11th-hour weekend talks between the two companies’ respective legal teams.
“It’s great for the [proposed] transaction because it provides us with the certainty for the timetable moving forward,” Goldcorp chief executive officer Chuck Jeannes said moments after the judge signed off on the settlement.
“We’re excited about the opportunity now to have due diligence for the first time in a long time,” he said.
Asked if there is the possibility of holding talks with Osisko over a potential friendly deal, Mr. Jeannes replied: “We’ve stated from the very beginning we would be happy to engage with the Osisko board to maximize shareholder value for both parties.”
Osisko chief financial officer Bryan Coates said in an interview on Monday that the settlement gives Osisko more time to come up with alternatives to Goldcorp’s “inadequate offer.
“What [this] does is allow all the other people we’ve been meeting with through a robust process of enhancing shareholder value, it gives them certainty. Now we have more time to find alternatives.”
Osisko’s main asset is the low-cost Canadian Malartic mine in northwest Quebec, one of the biggest precious-metal mines in Canada, with 10.1 million ounces of gold reserves.
Osisko shares continue to trade above Goldcorp’s initial offer of $5.95 per share and one brokerage firm has raised its target on Osisko to more than $8, indicating continued market sentiment that a rival bid is possible.
“We think we made a fair offer,” Mr. Jeannes said when asked about the higher stock valuations on Osisko.
“The different brokers have different values based primarily on their gold price assumptions,” he said.
Gold prices and gold-mining companies’ stock valuations have risen recently but Osisko shares have traded above the value of Goldcorp’s offer since it was unveiled in January.
Desjardins Securities analyst Michael Parkin said in a note Monday that the agreement “indicates slightly more co-operation between the two companies, with Goldcorp not having to worry about Osisko’s shareholder rights plan, as well as potentially receiving access to Osisko’s confidential information so that it is provided with an equal playing field should another interested party make an offer for Osisko.”
Now that Goldcorp has access to the data room it could potentially justify a higher bid based on new information about Osisko, said Mr. Parkin.
Mr. Jeannes has been trying to clinch Osisko for more than five years, and last week he said he is ready to yank his hostile bid if it becomes too complicated or costly.
Goldcorp has a portfolio of mines in the Americas and Mexico.
It is also preparing to start production at a new gold mine in Quebec – Éléonore.