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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
Filed by the Registrant ý
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
COEUR DALENE 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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 011 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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IMPORTANT SPECIAL MEETING DECEMBER 3, 2007
PLEASE PROMPTLY VOTE YOUR SHARES
November 21, 2007
Dear Fellow Shareholder:
We still have not received your proxy card for the important special meeting of shareholders
of Coeur dAlene Mines Corporation to be held on Monday, December 3, 2007. Your vote is extremely
important regardless of the number of Coeur shares that you own.
Your participation is critical and we urge you to vote your proxy today. Telephone and
internet voting options are available as set forth in the attached proxy card. Please remember
that every vote is important.
IMPORTANT RECENT DEVELOPMENT
Institutional Shareholder Services (ISS) and Glass Lewis & Co., the leading
proxy advisory firms that issue voting recommendations to institutional
investors, have recommended that holders of Coeur common stock vote FOR
proposals 1, 2 and 3.
Coeurs Board of Directors unanimously recommends that Coeur shareholders vote FOR proposals
1, 2 and 3.
The vote of each and every shareholder is important. Please submit your vote in this
important matter by voting via telephone, via the Internet, or by signing, dating and returning
the enclosed voting instruction form in the postage-paid return envelope provided. Please act
today to vote your shares and participate in the future of your company.
On behalf of your Board of Directors, thank you for your timely vote and continued support. We
look forward to the continued growth of your company as we create the undisputed leader in silver.
Sincerely,
DENNIS E. WHEELER
Chairman of the Board and
Chief Executive Officer
3 Easy Ways To Vote
Help your Company avoid the expense of further solicitation by voting today. You may use
one of the following simple methods to vote your shares:
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Vote by Telephone. Call 1-888-693-8683 using a touch-tone telephone.
Have the control number listed on your proxy card ready and follow the simple
instructions. |
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Vote by Internet. Go to the website www.cesvote.com. Have the control
number listed on your proxy card ready and follow the simple instructions. |
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Vote by Mail. Mark, sign, date and return your proxy card in the
postage-paid return envelope provided. |
Please Act Today
YOUR VOTE IS IMPORTANT
Please help your Company save additional
solicitation costs by signing, dating and
mailing your proxy card today. Internet
and telephone voting are also available.
Please refer to your proxy card for
instructions. Please return your proxy
card immediately, or vote by telephone or
the Internet. If you have any questions
or need assistance voting your shares,
please call D. F. King & Co., Inc., which
is assisting Coeur, toll-free at
1-800-901-0068.
IMPORTANT SPECIAL MEETING DECEMBER 3, 2007
PLEASE PROMPTLY VOTE YOUR SHARES
November 21, 2007
Dear Fellow Shareholder:
We still have not received your voting instructions for the important special meeting of
shareholders of Coeur dAlene Mines Corporation to be held on Monday, December 3, 2007. Your vote
is extremely important regardless of the number of Coeur shares that you own.
Your participation is critical and we urge you to submit your voting instructions
today. Telephone and internet voting options are available as set forth in the attached voting
instruction form. Please remember that every vote is important.
IMPORTANT RECENT DEVELOPMENT
Institutional Shareholder Services (ISS) and Glass Lewis & Co., the leading
proxy advisory firms that issue voting recommendations to institutional
investors, have recommended that holders of Coeur common stock vote FOR
proposals 1, 2 and 3.
Coeurs Board of Directors unanimously recommends that Coeur shareholders vote FOR proposals
1, 2 and 3.
The vote of each and every shareholder is important. Please submit your vote in this
important matter by voting via telephone, via the Internet, or by signing, dating and returning
the enclosed voting instruction form in the postage-paid return envelope provided. Please act
today to vote your shares and participate in the future of your company.
On behalf of your Board of Directors, thank you for your timely vote and continued support. We
look forward to the continued growth of your company as we create the undisputed leader in silver.
Sincerely,
DENNIS E. WHEELER
Chairman of the Board and
Chief Executive Officer
3 Easy Ways To Vote
Help your Company avoid the expense of further solicitation by voting today. You may use
one of the following simple methods to vote your shares:
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1. |
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Vote by Telephone. Call 1-800-454-8683 using a touch-tone telephone.
Have the control number listed on your voting instruction form ready and follow the
simple instructions. |
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2. |
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Vote by Internet. Go to the website www.proxyvote.com. Have the
control number listed on your voting instruction form ready and follow the simple
instructions. |
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3. |
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Vote by Mail. Mark, sign, date and return your voting instruction form
in the postage-paid return envelope provided. |
Please Act Today
YOUR VOTE IS IMPORTANT
Please help your Company save additional
solicitation costs by signing, dating and
mailing your voting instruction form
today. Internet and telephone voting are
also available. Please refer to your
voting instruction form for instructions.
Your bank or broker cannot vote your
shares on the proposals unless it
receives your specific instructions.
Please return your voting instructions
immediately, or vote by telephone or the
Internet. If you have any questions or
need assistance voting your shares,
please call D. F. King & Co., Inc., which
is assisting Coeur, toll-free at
1-800-901-0068.
FOR IMMEDIATE RELEASE
LEADING PROXY ADVISORY FIRMS RECOMMEND COEUR SHAREHOLDERS VOTE
FOR PROPOSALS RELATING TO PENDING ACQUISITIONS
COEUR DALENE, Idaho, November 21, 2007 Coeur dAlene Mines Corporation (NYSE:CDE, TSX: CDM)
today announced that two of the nations most influential independent proxy advisory firms,
Institutional Shareholder Services (ISS) and Glass Lewis & Co., have each recommended that Coeur
shareholders vote FOR the proposals related to the acquisition of Bolnisi Gold NL (ASX: BSG) and
Palmarejo Silver and Gold Corporation (TSX-V: PJO) at the Companys Special Meeting of shareholders
scheduled for December 3, 2007.
In recommending that Coeur shareholders vote FOR the proposed acquisition, ISS stated in its
November 20, 2007 report:
Based on our review of the terms of the transaction and the factors described above, in
particular the strategic rationale, the opportunities available to the combined company and
the increased liquidity of the combined companys stock, we believe that the merger
agreement warrants shareholder support..*
Glass Lewis also recommended that shareholders vote FOR all proposals relating to the
acquisition. In its November 20, 2007 report, Glass Lewis stated:
Given the strategic rationale of the Transactions, the financial fairness of the proposed
exchange ratios, and in the absence of significant conflicts, we believe that shareholders
should support this proposal. The resulting scale of the three way combination will yield
operational and strategic benefits otherwise not available to the Company as a stand-alone
entity.*
We are very pleased to have the support of both ISS and Glass Lewis, said Dennis E. Wheeler,
Coeurs Chairman, President and Chief Executive Officer. Clearly, both proxy advisory firms
recognize the transformative nature of this transaction and the potential for the tremendous value
it will create for all Coeur shareholders. On behalf of the entire Board of Directors, I urge all
Coeur shareholders to vote FOR the merger proposals. We look forward to closing this transaction
and working toward becoming the worlds undisputed leader in silver.
Coeur shareholders are reminded that their vote is very important regardless of the number of
shares of common stock they own. Whether or not shareholders are able to attend the Special
Meeting in person, they should complete, sign and date the proxy card and return it in the prepaid
and addressed envelope as soon as possible or submit a proxy through the Internet or by telephone
as described on the proxy card that accompanied the definitive proxy statement.
The Special Meeting of Coeur shareholders to consider and vote upon the proposed merger has been
scheduled for December 3, 2007 at 9:30 am local time at The Coeur dAlene Resort and Conference
Center, Second Street and Front Avenue, Coeur dAlene. Coeur shareholders of record as of the
close of business on October 19, 2007 will be entitled to vote at the special meeting.
Shareholders who have questions about the transactions and the special meeting, including the
procedures for voting your shares, should call D.F. King & Co., Inc., which is assisting Coeur, at
1-800-901-0068 (toll-free) or (collect) at (212) 269-5550.
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* Permission to use quotations from the ISS and
Glass, Lewis reports were neither sought nor obtained. |
About Coeur
Coeur dAlene Mines Corporation is one of the worlds leading primary silver producers and a
growing gold producer. The company has mining interests in Alaska, Argentina, Australia, Bolivia,
Chile, Nevada, and Tanzania. In 2006, Coeur produced 12.8 million ounces of silver and 116,000
ounces of gold. Cash costs in 2006 were $3.33 per ounce of silver for 2006.
Cautionary Statement
This press release contains forward-looking statements within the meaning of securities legislation
in the United States and Canada, including statements regarding the terms and conditions of the
proposed transaction and anticipated operating results. Such statements are subject to numerous
assumptions and uncertainties, many of which are outside the control of Coeur, Bolnisi or
Palmarejo, as the case may be. Operating, exploration and financial data, and other statements in
this press release are based on information that Coeur, Bolnisi or Palmarejo, as the case may be,
believes is reasonable, but involve significant uncertainties affecting the business of Coeur,
Bolnisi or Palmarejo, as the case may be, including, but not limited to, future gold and silver
prices, costs, ore grades, estimation of gold and silver reserves, mining and processing
conditions, construction schedules, currency exchange rates, and the completion and/or updating of
mining feasibility studies, changes that could result from future acquisitions of new mining
properties or businesses, the risks and hazards inherent in the mining business (including
environmental hazards, industrial accidents, weather or geologically related conditions),
regulatory and permitting matters, risks inherent in the ownership and operation of, or investment
in, mining properties or businesses in foreign countries, as well as other uncertainties and risk
factors set out in filings made from time to time with the SEC and the Ontario Securities
Commission, including, without limitation, Coeurs reports on Form 10-K and Form 10-Q and
Palmarejos Annual Information Form. Additionally, there are risks that the parties will not
proceed with the proposed transaction, that the ultimate terms of the proposed transaction will
differ from those that currently are contemplated, and that the proposed transaction will be not be
successfully completed for any reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). Actual results, developments and timetables could vary
significantly from the estimates presented. Readers are cautioned not to put undue reliance on
forward-looking statements. Coeur, Bolnisi and Palmarejo disclaim any intent or obligation to
update publicly such forward-looking statements, whether as a result of new information, future
events or otherwise. Additionally, Coeur, Bolnisi and Palmarejo undertake no obligation to comment
on analyses, expectations or statements made by third parties in respect of Coeur, Bolnisi and
Palmarejo, their financial or operating results or their securities or the proposed transaction.
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 may also 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.
Contact
Director Investor Relations
Tony Ebersole, 208-665-0777
Senior Vice President Corporate Development
Mitchell J. Krebs, 888-545-1138
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