Golden Star mails out offer

Golden Star Resources (GSC-T) filed a formal takeover bid for Iamgold (IMG-T) Thursday, requesting that Iamgold appoint an independent chairman for its shareholder meeting on June 29.

Golden Star has offered to take over Iamgold in an all-paper offer to trade 1.15 of its shares for each share of Iamgold. Iamgold management is instead pursuing its own merger deal with Wheaton River Minerals (WRM-T), which would see Wheaton shareholders receive 0.55 of an Iamgold share for one Wheaton share.

Golden Star forced Iamgold’s shareholder meeting to be pushed back three weeks when it sought court clarification of an existing confidentiality and standstill agreement. The Ontario Superior Court ruled Iamgold must allow shareholders time to consider both deals before putting its Wheaton merger to a vote.

Golden Star’s request for an independent person to run Iamgold’s annual meeting was transmitted to Iamgold after the bid was sent out. Golden Star said it was seeking assurance that there would be detailed rules under which shareholders could issue or revoke proxies, and that both registered and non-registered shareholders could vote. Some non-registered shareholders — whose stock is held in trust by brokerage houses — have reported that they cannot prove eligibility to vote because their stock has been lent out by the broker.

Wheaton shareholders approved the Iamgold-Wheaton merger at a meeting on June 8. Coeur d’Alene Mines (CDE-N), which had launched a bid of its own for Wheaton, has protested that its bid did not have a fair hearing at the meeting.

At issue was a deadline for revocation of proxies, set — as is the normal convention — two business days before the meeting. Coeur said the deadline should have been relaxed to accommodate shareholders that wanted to revoke proxies submitted in favour of the deal with Iamgold.

Golden Star’s bid expires on July 16. It has made the bid conditional on seeing two-thirds of Iamgold’s shares tendered to the bid, on the abandonment of the Wheaton-Iamgold merger, and on access to confidential information from Iamgold.