Amended Tender Offer Statement by Third Party (sc To-t/a)
28 April 2017 - 11:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
EXETER
RESOURCE CORPORATION
(Name of Subject Company (Issuer))
GOLDCORP INC.
(Names of
Filing Persons (Offeror))
Common Shares
(Title of Class of Securities)
301835104
(CUSIP Number
of Class of Securities)
Charlene Ripley
Randall Chatwin
Goldcorp
Inc.
Suite 3400, Park Place
666 Burrard Street
Vancouver, British Columbia
V6C 2X8 Canada
(604)
696-3000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
with
copies to:
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David S. Stone
John J. Koenigsknecht
Neal Gerber & Eisenberg LLP
2 North LaSalle Street, Suite 1700
Chicago, IL 60602-3801
(312)
269-8000
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Paul Stein
Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King
Street West
Toronto, Ontario
M5H 3C2 Canada
(416)
869-5300
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CALCULATION OF FILING FEE:
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Transaction Valuation*
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Amount of Filing Fee**
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US$174,154,246.70
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US$20,184.48
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*
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Estimated solely for the purpose of calculating the amount of the filing fee based on a transaction value
equal to the product of (i) US$1.82, which is the average of the high and low sale prices of Exeter Resource Corporation’s common shares (the “Common Shares”) as reported on the NYSE MKT on April 12, 2017, and (ii)
99,405,253, which is the estimated number of outstanding Common Shares (assuming full conversion of all outstanding convertible securities for Common Shares).
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**
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The amount of the filing fee is calculated in accordance with Rule
0-11
of the Securities Exchange Act of 1934, as amended.
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. 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: US$20,184.48
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Filing Party: Goldcorp Inc.
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Form or Registration No:
F-10
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Date Filed: April 20, 2017
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule
14d-1.
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issuer tender offer subject to Rule
13e-4.
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going-private transaction subject to Rule
13e-3.
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amendment to Schedule 13d under Rule
13d-2.
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Check the box if the filing is a final amendment reporting the results of the tender offer.
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (this “Amendment No. 1”) amends and
supplements the Tender Offer Statement on Schedule TO filed on April 20, 2017 (as amended, the “Schedule TO”) by Goldcorp Inc. (“Goldcorp”), a corporation organized under the laws of the Province of Ontario
(“Goldcorp”).
The Schedule TO relates to the offer to purchase (the “Offer”) by Goldcorp for all of
the issued and outstanding common shares (the “Common Shares”) of Exeter Resource Corporation (“Exeter”), a company organized under the laws of the Province of British Columbia.
As of the date hereof, Goldcorp and its affiliates do not own directly or indirectly any Common Shares.
The information set forth in the Offer to Purchase and Circular, the Letter of Transmittal and the Notice of Guaranteed
Delivery, including all schedules, exhibits and annexes thereto, is expressly incorporated by reference herein in response to all items of information required to be included in, or covered by, this Schedule TO, and is supplemented by the
information specifically provided herein.
Goldcorp has filed a registration statement on Form
F-10
with the United States Securities and Exchange Commission relating to the common shares it proposes to issue to Exeter shareholders in connection with the Offer that includes the Offer to Purchase and Circular
as a prospectus (the “Prospectus”), and also has filed or will file the Offer to Purchase and Circular and all other tender offer documents required under applicable Canadian and United States securities regulations.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported
on the Schedule TO.
Item 12 of Schedule TO is amended and supplemented by adding the following:
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(a)(5)(ii)
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Outbound Calling Script*
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(a)(5)(iii)
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Question and Answer Script*
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2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
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GOLDCORP INC.
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By:
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/s/ David Garofalo
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Name:
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David Garofalo
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Title:
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President and Chief Executive Officer
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Dated: April 28, 2017
3
INDEX TO EXHIBITS
Exhibit Number
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(a)(5)(ii)
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Outbound Calling Script*
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(a)(5)(iii)
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Question and Answer Script*
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4
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