UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
þ |
|
Soliciting Material Pursuant to §240.14a-12 |
COEUR D'ALENE MINES CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
IMPORTANT
SPECIAL MEETING OF SHAREHOLDERS
Dear Fellow Coeur Shareholder:
As you may know, on May 3, 2007, the boards of directors of
Coeur dAlene Mines Corporation, Bolnisi Gold NL and
Palmarejo Silver and Gold Corporation, as well as a special
committee of independent directors of the Palmarejo board of
directors, unanimously approved definitive merger agreements,
which will create the worlds undisputed leader in silver.
Before we can complete the merger, we must obtain the
approval of the shareholders of all three companies and we are
writing to recommend that you vote FOR the merger.
Under the terms of the merger agreement, Coeur will acquire all
of the shares of Bolnisi, and all of the shares of Palmarejo not
owned by Bolnisi, in a transaction valued at approximately
US$1.1 billion. Upon closing, Bolnisi shareholders will
receive 0.682 Coeur shares for each Bolnisi share they own and
Palmarejo shareholders will receive 2.715 Coeur shares for each
Palmarejo share they own. In order to consummate the
transaction, Coeur will issue a total of approximately
261 million new shares. In addition, Bolnisi and Palmarejo
shareholders will receive a nominal cash payment equal to
A$0.004 (US$0.003) per Bolnisi share and C$0.004 (US$0.003) per
Palmarejo share.
YOUR VOTE
IS IMPORTANT
Your vote is extremely important regardless of the number of
shares you own. Whether or not you plan to attend the meeting,
please submit your enclosed proxy at your earliest convenience.
Internet and telephone voting options are also available and
easy to follow instructions may be found on your proxy.
Your board of directors unanimously recommends that you vote
FOR the adoption of an amendment to Coeurs
articles of incorporation to increase the authorized number of
shares and FOR the issuance of the shares required
to implement the merger transaction. Approval of each of these
proposals is a condition to completion of the transaction.
If you have any questions or require any assistance voting,
please call D.F. King & Co., Inc., which is assisting
your Company, (toll-free) at
(800) 901-0068
or (collect) at
(212) 269-5550.
Thank you for your cooperation and continued support.
On behalf of Coeurs board of
directors,
Dennis E. Wheeler
Chairman, President and Chief
Executive Officer
Coeur dAlene Mines
Corporation
Vote by Telephone
Call Toll-Free using
a
touch-tone telephone:
1-800-454-8683
Vote by Internet
Access the Website
and
cast your vote:
www.proxyvote.com
Vote by Mail
Sign and return your
proxy in the postage-
paid envelope provided.
Additional Information
The definitive proxy statement that Coeur has filed with the United States Securities and Exchange
Commission (SEC) and Canadian securities regulators and
mailed to its shareholders contains
information about Coeur, Bolnisi, Palmarejo, the Palmarejo project, the proposed transaction and
related matters. Shareholders are urged to read the definitive proxy statement carefully,
as it contains important information that shareholders should consider before making a decision
about the proposed transaction. In addition to receiving the
definitive proxy statement from Coeur by mail,
shareholders will also be able to obtain the definitive proxy statement, as well as other filings containing
information about Coeur, without charge, from the SECs website (www.sec.gov) and the
Canadian securities regulators website (www.sedar.com) or, without charge, from Coeur.
Coeur and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from Coeurs shareholders with respect to the
proposed transaction. Information regarding any interests that Coeurs executive officers and
directors may have in the proposed transaction is set forth in the
definitive proxy statement. The Coeur
shares to be issued in the proposed transaction have not been and will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. Coeur intends to issue such
Coeur shares pursuant to the exemption from registration set forth in Section 3(a)(10) of the
Securities Act.