The accompanying Circular, which is incorporated into and forms part of the Offer, contains important information that should be read carefully before making a decision with respect to the Offer. Capitalized terms used in the Offer, where not otherwise defined herein, are defined in the section entitled “Definitions.”
January 14, 2014 TO: THE SHAREHOLDERS OF OSISKO MINING CORPORATION
1. The Offer
The Offeror hereby offers to purchase, on and subject to the following terms and conditions, all of the issued and outstanding Common Shares, together with the associated SRP Rights, which includes Osisko Shares that may become issued and outstanding after the date of the Offer, but prior to the Expiry Time, upon the exercise, conversion or exchange of Convertible Securities on the basis of C$2.26 in cash and 0.146 of a Goldcorp Share for each Osisko Share.
On January 10, 2014, the last trading day prior to the Offeror’s announcement of its intention to make the Offer, the closing price of the Osisko Shares on the TSX was C$5.17 and the closing price of the Goldcorp Shares on the TSX was C$25.29 and on the NYSE was $23.19. The Offer Consideration has a value of C$5.95 per Osisko Share which represents a premium of approximately 28% over the volume-weighted average price of the Osisko Shares on the Canadian Exchanges for the 20 trading days immediately preceding the Offeror’s announcement of its intention to make the Offer. The Offer Consideration also represents a premium of approximately 15% over the closing price of the Osisko Shares on the TSX on January 10, 2014 (the last trading day prior to the Offeror’s announcement of its intention to make the Offer).
The Offer is made only for Osisko Shares and is not made for any Convertible Securities. Any holder of Convertible Securities who wishes to accept the Offer must, to the extent permitted by the terms of the Convertible Security and subject to applicable Laws, exercise, convert or exchange the Convertible Securities sufficiently in advance of the Expiry Time in order to obtain certificate(s) representing Osisko Shares and deposit those Osisko Shares pursuant to the Offer. Any such exercise, conversion or exchange must be completed sufficiently in advance of the Expiry Time to assure the holder of such Convertible Securities will have certificate(s) representing the Osisko Shares and Rights Certificates, if applicable, received on such exercise, conversion, or exchange available for deposit at or prior to the Expiry Time, or in sufficient time to comply with the procedures referred to under “Manner of Acceptance — Procedure for Guaranteed Delivery” in Section 3 of the Offer.
Osisko Shareholders who have deposited Common Shares will be deemed to have deposited the SRP Rights associated with such Common Shares. No additional payment will be made for the SRP Rights and no amount of the consideration to be paid by the Offeror will be allocated to the SRP Rights.
No fractional Goldcorp Shares will be issued pursuant to the Offer. Where the aggregate number of Goldcorp Shares to be issued to an Osisko Shareholder pursuant to the Offer would result in a fraction of a Goldcorp Share being issuable, the number of Goldcorp Shares to be received by such Osisko Shareholder will either be rounded up (if the fractional interest is 0.5 or more) or down (if the fractional interest is less than 0.5) to the nearest whole number and the amount of cash to be received by such Osisko Shareholder will correspondingly be either decreased or increased (on the basis of C$25.29 per Goldcorp Share) to the nearest whole cent.
All cash payable under the Offer, including the cash consideration and the cash payable in lieu of fractional Goldcorp Shares otherwise issuable, will be denominated in Canadian dollars.
The obligation of the Offeror to take-up and pay for Osisko Shares pursuant to the Offer is subject to certain conditions. See “Conditions of the Offer” in Section 4 of the Offer.
Osisko Shareholders who deposit their Osisko Shares under the Offer will not be entitled to any right of dissent or appraisal in connection with the Offer. However, Osisko Shareholders who do not deposit their Osisko Shares under the Offer may have certain rights of dissent in the event the Offeror elects to acquire such Osisko Shares by way of a Compulsory Acquisition or Subsequent Acquisition Transaction, including the right to seek judicial determination of the fair value of their Osisko Shares. See “Acquisition of Shares Not Deposited Pursuant to the Offer” in Section 21 of the Circular.
Osisko Shareholders should contact the Depositary, the Information Agent, the Dealer Managers, a Soliciting Dealer or a broker or dealer for assistance in accepting the Offer and in depositing Osisko Shares with the Depositary. The
Depositary can be contacted at 1-800-387-0825 toll free in North America or at +1-416-682-3860 outside of North America or by e-mail at [email protected].
Osisko Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Osisko Shares directly with the Depositary or if they make use of the services of a Soliciting Dealer to accept the Offer.
Persons whose Osisko Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should contact such nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Osisko Shares under the Offer. Intermediaries likely have established tendering cut-off times that are up to 48 hours prior to the Expiry Time. Osisko Shareholders must instruct their brokers or other intermediaries promptly if they wish to tender.
2. Time for Acceptance
The Offer is open for acceptance from the date of the Offer until 5:00 p.m. (Toronto time) on February 19, 2014, or such later time or times and date or dates as may be fixed by the Offeror from time to time pursuant to Section 5 of the Offer, “Extension and Variation in the Offer”, unless the Offer is withdrawn by the Offeror.
3. Manner of Acceptance
Osisko Shares may be deposited under the Offer in compliance with the procedures set out under the heading “Letter of Transmittal” below. Alternatively, Osisko Shares may be deposited under the Offer in compliance with the procedures for book-entry transfers set out below under the heading “Acceptance by Book-Entry Transfer” or in compliance with the procedures for guaranteed delivery set out below under the heading “Procedure for Guaranteed Delivery” below.
Letter of Transmittal
The Offer may be accepted by delivering to the Depositary at its office in Toronto, Ontario, as specified in the accompanying Letter of Transmittal (printed on blue paper), so as to be received at or prior to the Expiry Time:
(a) the certificate(s) representing the Osisko Shares and Rights Certificate(s), if applicable, (or, alternatively, the Book-Entry Confirmation, as further discussed below) in respect of which the Offer is being accepted; (b) the Letter of Transmittal in the form accompanying this Offer and Circular (or a manually executed
facsimile thereof) properly completed and duly executed as required by the instructions set out in the Letter of Transmittal (including signature guarantee discussed below, if required); and
(c) all other documents required by the instructions set out in the Letter of Transmittal.
The Offer will be deemed to be accepted only if the Depositary has actually received these documents at its office in Toronto, Ontario as specified in the Letter of Transmittal at or prior to the Expiry Time, unless the Offer is extended or withdrawn or unless the procedure for guaranteed delivery set out below is used.
Participants of CDS or DTC should contact the Depositary with respect to the deposit of their Osisko Shares under the Offer. CDS and DTC will be issuing instructions to its participants as to the method of depositing such Osisko Shares under the terms of the Offer.
Osisko Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Osisko Shares directly with the Depositary or if they make use of the services of a member of the Soliciting Dealer Group to accept the Offer.
Signature Guarantees
No signature guarantee is required on the Letter of Transmittal if:
(a) the Letter of Transmittal is signed by the registered holder(s) of the accompanying certificate(s) representing the Deposited Osisko Shares, and Rights Certificate(s), if applicable, exactly as the name(s) of the registered holder(s) appears on the certificate(s) representing the Deposited Osisko Shares, without any change
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whatsoever, and the cash payable and certificates for Goldcorp Shares issuable, in each case under the Offer, are to be issued and delivered directly to such registered holder(s); or
(b) Osisko Shares are deposited for the account of an Eligible Institution.
In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. If the Letter of Transmittal is executed by a person other than the registered holder(s) of the Deposited Osisko Shares, or if the cash payable and certificates for the Goldcorp Shares are to be issued or delivered to a person other than the registered holder(s), or if the certificate(s) representing Osisko Shares and Rights Certificate(s), if applicable, in respect of which the Offer is not being accepted is (are) to be returned to a person other than such registered holder(s) or sent to an address other than the address of the registered holder(s) shown on the securities register maintained by or on behalf of Osisko:
(a) all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution;
(b) the accompanying certificate(s) must be endorsed or accompanied by an appropriate power of attorney, in either case, duly and properly completed by the registered holder(s);
(c) the signature(s) on the endorsement panel or power of attorney must correspond exactly to the name(s) of the registered holder(s) as registered or as appearing on the certificate(s); and
(d) such signature(s) must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).
Procedure for Guaranteed Delivery
If an Osisko Shareholder wishes to accept the Offer and deposit Osisko Shares pursuant to the Offer and (a) the certificate(s) representing the Osisko Shares and, if the Separation Time has occurred prior to the Expiry Time, Rights Certificate(s), is (are) not immediately available, (b) the Osisko Shareholder cannot complete the procedure for book-entry transfer of such Osisko Shares on a timely basis, (c) the certificate(s) and Rights Certificate(s), if applicable, and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, or (d) the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to Osisko Shareholders prior to the Expiry Time, those Osisko Shares may nevertheless be deposited pursuant to the Offer, provided that all of the following conditions are met:
(a) such deposit is made by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed Delivery (printed on yellow paper) in the form accompanying this Offer and Circular (or a manually executed facsimile thereof), including a guarantee to deliver by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery, is received by the Depositary at its office in Toronto, Ontario as specified in the Notice of Guaranteed Delivery at or prior to the Expiry Time;
(c) the certificate(s) representing all Deposited Osisko Shares, and, if the Separation Time has occurred at or prior to the Expiry Time and Rights Certificates have been distributed to Osisko Shareholders prior to the Expiry Time, the Rights Certificate(s) representing the deposited SRP Rights, together with a Letter of Transmittal, properly completed and duly executed with signature(s) guaranteed if so required in accordance with the Letter of Transmittal (or in the case of a book-entry transfer, a Book-Entry Confirmation with respect to the Deposited Osisko Shares and, in the case of DTC accounts, a Letter of Transmittal or an Agent’s Message in lieu of a Letter of Transmittal), and all other documents required thereby, are received by the Depositary at its office in Toronto, Ontario as specified in the Letter of Transmittal at or prior to 5:00 p.m. (Toronto time) on the third trading day on the TSX after the Expiry Date; and
(d) in the case of SRP Rights, where the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to Osisko Shareholders prior to the Expiry Time, the Rights Certificate(s) representing the deposited SRP Rights, together with a Letter of Transmittal, properly completed and duly executed with signature(s) guaranteed if so required in accordance with the Letter of Transmittal and all other documents required thereby are received by the Depositary at its office in Toronto,
Ontario as specified in the Letter of Transmittal at or prior to 5:00 p.m. (Toronto time) on the third trading day on the TSX after Rights Certificates are distributed to Osisko Shareholders.
The Notice of Guaranteed Delivery must be delivered by hand, couriered, transmitted by facsimile or mailed to the Depositary at its office in Toronto, Ontario as specified in the Notice of Guaranteed Delivery at or prior to the Expiry Time and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
Acceptance by Book-Entry Transfer
Osisko Shareholders may also accept the Offer by following the procedures for book-entry transfer established by CDS, provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario as specified in the Letter of Transmittal at or prior to the Expiry Time. The Depositary will establish an account with respect to the Osisko Shares for purposes of the Offer at CDS within three Business Days after the date of the Offer. Any financial institution that is a participant in CDS may cause CDS to make a book-entry transfer of an Osisko Shareholder’s Osisko Shares into the Depositary’s account in accordance with CDS procedures for such transfer.
Osisko Shareholders, and their respective CDS participants, who utilize CDSX to accept the Offer through a book- entry transfer of their holdings into the Depositary’s account with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and, therefore, any book-entry transfer of Osisko Shares into the Depositary’s account at CDS in accordance with CDS procedures will be considered a valid tender in accordance with the terms of the Offer.
Osisko Shareholders may also accept the Offer in the United States by following the procedures for book-entry transfer, provided that Book-Entry Confirmation of a book-entry transfer of such Osisko Shares into the Depositary’s account at DTC, together with an Agent’s Message (as defined below) in respect thereof or a properly completed and executed Letter of Transmittal and any other required documents, are received by the Depositary at its office in Toronto, Ontario as specified in the Letter of Transmittal at or prior to the Expiry Time. The Depositary will establish an account with respect to the Osisko Shares at DTC for the purpose of the Offer within three days of the date of the Offer. Any financial institution that is a participant in DTC’s systems may make a book-entry delivery of a holder’s Osisko Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. However, as noted above, although delivery of Osisko Shares may be effected through book-entry transfer at DTC, either a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of a Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at its office in Toronto, Ontario at or prior to the Expiry Time. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Depositary. Osisko Shareholders accepting the Offer through the procedure for book-entry transfer established by DTC must make sure such documents are received by the Depositary at or prior to the Expiry Time.
The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgement from the participant in DTC depositing the Osisko Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal as if executed by such participant and that the Offeror may enforce such agreement against such participant.
SRP Rights
Unless waived by the Offeror, holders of Common Shares are required to deposit one SRP Right for each Common Share in order to effect a valid deposit of such Common Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto. If the Separation Time does not occur prior to the Expiry Time, a deposit of Common Shares will also constitute a deposit of the associated SRP Rights. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are distributed by Osisko to Osisko Shareholders prior to the time that the holder’s Common Shares are deposited pursuant to the Offer, in order for the Common Shares to be validly deposited, Rights Certificate(s) representing SRP Rights at least equal in number to the number of Common Shares deposited must be delivered with the Letter of Transmittal or, if available, a Book-Entry Confirmation, to the Depositary. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are not distributed by the time that an Osisko Shareholder deposits its Common Shares pursuant to the Offer, the Osisko Shareholder may deposit its SRP Rights before receiving Rights Certificate(s) by using the guaranteed delivery procedure described above. In any case, a deposit of Common Shares constitutes an agreement by the signatory to deliver Rights Certificate(s) representing SRP Rights at least equal in number to the number of Common Shares deposited
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pursuant to the Offer or, if available, a Book-Entry Confirmation, to the Depositary at its office in Toronto, Ontario as specified in the Letter of Transmittal at or prior to 5:00 p.m. (Toronto time) on the third trading day on the TSX after the date, if any, that Rights Certificate(s) are distributed. The Offeror reserves the right to require, if the Separation Time occurs prior to the Expiry Time, that the Depositary receive, prior to taking-up the Common Shares for payment pursuant to the Offer, Rights Certificate(s) from an Osisko Shareholder representing SRP Rights or, if available, a Book-Entry Confirmation at least equal in number to the Common Shares deposited by such holder.
Currency of Payment
All cash payable under the Offer,including the cash consideration and the cash payable in lieu of fractional Goldcorp Shares otherwise issuable, will be denominated in Canadian dollars.
General
The Offer will be deemed to be accepted only if the Depositary has received the requisite documents at or prior to the