FORM
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of August 2006
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Goldcorp
Inc.
(Translation
of registrant's name into English)
|
|
Suite 3400
- 666 Burrard St.
Vancouver,
British Columbia V6C 2X8 Canada
(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports
under
cover Form 20-F or Form 40-F.
|
Form
20-F
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....[ ].....
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Form
40-F
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....[X]....
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
|
Note:Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if
submitted solely to provide an attached annual report to security
holders.
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted
by Regulation S-T Rule 101(b)(7): ____
| Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
|
[
]
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No | [X] |
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
 |
Suite 3400
- 666 Burrard St.
Vancouver,
BC, V6C 2X8
Tel:
(604) 696-3000
Fax:
(604) 696-3001
|
|
Toronto
Stock Exchange: G
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New
York Stock Exchange:GG
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GOLDCORP
AND GLAMIS AGREE TO US$21.3 BILLION COMBINATION
CREATING
THE WORLD’S PREMIER GOLD MINING
COMPANY
TORONTO,
August
31,
2006 - Goldcorp Inc. (TSX: G,
NYSE: GG)
and
Glamis Gold Ltd. (TSX: GLG,
NYSE:
GLG)
announced today that they have agreed to
combine in a US$21.3 billion
transaction to create one of the world’s largest gold mining companies. The new
company will continue under the name Goldcorp
Inc.
Under
the
terms of the transaction, which is structured
as a Plan of Arrangement, Glamis’
common shareholders will exchange each
Glamis share for 1.69 common shares of
Goldcorp, representing a value of US$51.49
per
share based upon the closing price of Goldcorp
on August 30, 2006.
This represents a premium of 32.7%
to
the closing price of Glamis’ shares on the TSX on August 30, 2006 and
34.8% to
the 20 day volume weighted average trading
price of Glamis’ shares on the
TSX.
The
new
Goldcorp will have the following attributes:
| · |
Best
production growth profile among
major gold
companies;
|
| · |
Proven
and probable reserves of approximately
41.1 million gold
ounces;
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| · |
Resource
base of approximately 14.0 million
gold ounces of measured and indicated
resources plus inferred resources
of approximately 30.9 million gold
ounces;
|
| · |
Lowest
cost senior producer;
|
| · |
Focused
operations and growth projects
in the Americas with approximately
11,000
employees;
|
| · |
Strong
balance sheet and robust cash flow
to finance growth;
and
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| · |
All
gold reserves and production unhedged.
|
Ian
Telfer, President and Chief Executive Officer
of Goldcorp, said “The combination
of Goldcorp and Glamis will create a world
class low-cost gold producer in the
Americas with industry-leading growth from
an exciting portfolio of development
projects. We believe that this transaction
represents an excellent value
proposition to our shareholders.”
Kevin
McArthur, President and Chief Executive
Officer of Glamis, added “This
transaction merges the talents of the two
top performing gold mining companies
over the past five years. We will leverage
this talent to deliver on a very
exciting mine-building and growth program
for the company’s long-term future.
This transaction provides tremendous value
to Glamis shareholders.”
Summary
of the Transaction
The
acquisition of Glamis by Goldcorp is expected
to be completed by way of a court
approved Plan of Arrangement whereby each
Glamis common share will be exchanged
for 1.69 Goldcorp
common shares on a tax-deferred basis for
both Canadian and U.S. shareholders.
After completion of the transaction, current
Goldcorp shareholders will own
approximately 60% of Goldcorp and current
Glamis shareholders will own
approximately 40%.
It is
expected that the transaction will close
in November.
The
combination has been approved by the boards
of directors of Goldcorp and Glamis
and will be subject, among other things,
to the favourable vote of 66 2/3% of
the Glamis common shares voted at a special
meeting of shareholders called to
approve the transaction. The board of directors
of Glamis has determined that
the transaction is in the best interest
of Glamis and that the exchange ratio is
fair to the Glamis shareholders and unanimously
recommends that holders of
Glamis shares vote in favour of the transaction.
Each of Orion Securities Inc.
and J.P. Morgan Securities Inc.
have
provided
opinions to the board of directors of Glamis
that the share exchange ratio is
fair, from a financial point of view, to
the holders of common shares of Glamis.
Senior officers and directors of Glamis
have agreed to vote in favour of the
transaction.
Glamis
has agreed to pay a break fee to Goldcorp
under certain circumstances of
US$215
million.
Glamis has also provided Goldcorp with
certain other customary rights, including
a right to match competing offers.
Management
Team and Board of Directors
Ian
Telfer,
President and Chief Executive Officer of
Goldcorp, will become Chairman of the
new Goldcorp. Kevin
McArthur,
President and Chief Executive Officer of
Glamis, will become President and Chief
Executive Officer of the new Goldcorp.
The new Goldcorp will continue to be
based in Vancouver, British Columbia.
The
board
of directors of the new Goldcorp will be
comprised of 10 members, six from the
board of Goldcorp and four from the board
of Glamis.
Advisors
and Counsel
Goldcorp’s
financial advisors are Merrill Lynch Canada
Inc. and CIBC World Markets Inc. and
its strategic advisors are GMP Securities
L.P., BMO Capital Markets Inc.,
Canaccord Capital Corporation and Genuity
Capital Markets. Goldcorp’s counsel
are Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP. Glamis’
financial advisors are Orion Securities
Inc. and J.P. Morgan Securities Inc.
Glamis’ counsel are Osler, Hoskin & Harcourt LLP, Lang Michener LLP and
Neal, Gerber & Eisenberg LLP.
-2-
About
Goldcorp
Goldcorp
is one of the world’s lowest-cost and fastest growing multi-million
ounce gold
producers with operations throughout the
Americas and Australia. Gold production
in 2006 is expected to be approximately
1.8 million ounces on an annualized
basis, at total cash cost of less than
US$100 an ounce. In the second half of
2006, production is expected to be 950,000
ounces. The company does not hedge
its gold production.
About
Glamis
Glamis
is
the premier intermediate gold producer
with low cost mines and development
projects in Nevada, Mexico and Central
America. Plans call for growth to over
700,000 ounces of gold by 2007. The company
remains 100 percent
unhedged.
Conference
Call
A
conference call will be held on August
31, 2006 at
10:00
am
(ET) to
discuss this transaction.
To
listen
to the conference call please dial: Local
Access: 416-695-6622 or Toll-Free
Access: 1-877-888-3855. This call is also
being webcast and can be accessed at
Goldcorp’s website at: www.goldcorp.com.
Investors can also access the webcast at
www.InvestorCalendar.com.
The
call
will be recorded and can be played back
by dialing: Local Access: 416-695-5275
or Toll-Free Access: 1-888-509-0081 Passcode:
630333
The
webcast will be available for replay.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements”, within the meaning of the
United States Private Securities Litigation
Reform Act of 1995 and applicable
Canadian securities legislation, concerning
the business, operations and
financial performance and condition of
each of Goldcorp and Glamis.
Forward-looking statements include, but
are not limited to, statements with
respect to the future price of gold, silver
and copper, the estimation of
mineral reserves and resources, the realization
of mineral reserve estimates,
the timing and amount of estimated future
production, costs of production,
capital expenditures, costs and timing
of the development of new deposits,
success of exploration activities, permitting
time lines, hedging practices,
currency exchange rate fluctuations, requirements
for additional capital,
government regulation of mining operations,
environmental risks, unanticipated
reclamation expenses, timing and possible
outcome of pending litigation, title
disputes or claims and limitations on insurance
coverage. Generally, these
forward-looking statements can be identified
by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words and phrases
or
state that certain actions, events or results
“may”, “could”, “would”, “might”
or “will be taken”, “occur” or “be achieved”. Forward-looking statements are
subject to known and unknown risks, uncertainties
and other factors that may
cause the actual results, level of activity,
performance or achievements of
Goldcorp and Glamis, respectively, to be
materially different from those
expressed or implied by such forward-looking
statements, including but not
limited to: risks related to the integration
of acquisitions; risks related to
international operations; risks related
to joint venture operations; actual
results of current exploration activities;
actual results of current reclamation
activities; conclusions of economic evaluations;
changes in project parameters
as plans continue to be refined; future
prices of gold, silver and copper;
possible variations in ore reserves, grade
or recovery rates; failure of plant,
equipment or processes to operate as anticipated;
accidents, labour disputes and
other risks of the mining industry; delays
in obtaining governmental approvals
or financing or in the completion of development
or construction activities, as
well as those factors discussed in the
section entitled “Description of the
Business - Risk Factors” in Goldcorp’s Annual Information Form for the year
ended December 31, 2005, available on www.sedar.com,
and
Form 40-F for the year ended December 31,
2005 on file with the United States
Securities and Exchange Commission in Washington,
D.C., the section entitled
“The Narrative Description of the Business
- Risk Factors” in Glamis’ Annual
Information Form for the year ended December
31, 2005, also available on
www.sedar.com,
and the
section entitled “Risk Factors” in Western Silver Corporation’s Annual
Information Form for the year ended September
30, 2005, also available on
www.sedar.com.
Although Goldcorp and Glamis have attempted
to identify important factors that
could cause actual results to differ materially
from those contained in
forward-looking statements, there may be
other factors that cause results not to
be as anticipated, estimated or intended.
There can be no assurance that such
statements will prove to be accurate, as
actual results and future events could
differ materially from those anticipated
in such statements. Accordingly,
readers should not place undue reliance
on forward-looking statements. Goldcorp
and Glamis do not undertake to update any
forward-looking statements that are
incorporated by reference herein, except
in accordance with applicable
securities laws.
-3-
Cautionary
Note Regarding Mineral Reserves and Mineral
Resources
Mineral
resources which are not mineral reserves
do not have demonstrated economic
viability. Readers should refer to the
respective annual information forms of
Goldcorp and Glamis, each for the year
ended December 31, 2005, the annual
information form of Western Silver Corporation
for the year ended September 30,
2005 and other continuous disclosure documents
filed by each of Goldcorp and
Glamis since January 1, 2006 and by Western
Silver Corporation since October 1,
2005 available at www.sedar.com,
for
further information relating to the mineral
resources and mineral reserves of
Goldcorp and Glamis, which are subject
to the qualifications and notes set forth
therein.
Cautionary
Note to United States Investors Concerning
Estimates of Measured, Indicated and
Inferred Resources
This
news
release uses the terms “Measured”, “Indicated” and “Inferred” Resources. United
States investors are advised that while
such terms are recognized and required
by Canadian regulations, the United States
Securities and Exchange Commission
does not recognize them. “Inferred Mineral Resources” have a great amount of
uncertainty as to their existence, and
as to their economic and legal
feasibility. It cannot be assumed that
all or any part of an Inferred Mineral
Resource will ever be upgraded to a higher
category. Under Canadian rules,
estimates of Inferred Mineral Resources
may not form the basis of feasibility or
other economic studies. United
States investors are cautioned not to assume
that all or any part of Measured or
Indicated Mineral Resources will ever be
converted into Mineral Reserves. United
States investors are also cautioned not
to assume that all or any part of an
Inferred Mineral Resource exists, or is
economically or legally
mineable.
-4-
For
further information, please contact:
Melanie
Pilon
Director,
Investor Relations
Goldcorp
Inc.
3400-666
Burrard Street
Vancouver,
British Columbia, V6C 2X8
Telephone:
604-696-3024
Fax:
(604) 696-3001
E-mail:
info@goldcorp.com
website:
www.goldcorp.com
Jeff
Wilhoit
Director,
Investor Relations
Glamis
Gold Ltd.
5190
Neil
Road, Suite 310
Reno,
Nevada
89502
Telephone:
775-827-4600x3102
Fax:
775-827-6992
E-mail:
jeffw@glamis.com
Website:
www.glamis.com
-5-
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, thereunto
duly authorized.
| GOLDCORP INC. | ||
| |
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Date: August
31, 2006
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/s/Tanya
Todd
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Name: Tanya Todd |
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Title:
Mgr.
Corporate
Communications
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