OPEN LETTER TO JAY TAYLOR, PRESIDENT & CEO, PLACER DOME INC
DEAR JAY
On 27 May you launched an unsolicited takeover for AurionGold which valued our company at A$2.0 billion, or A$4.51 per share. Since this announcement your share price has fallen significantly, making the value of your offer uncertain. At the close of business last Friday your scrip offer valued our shares at just A$3.47 per share. This is lower than the A$3.48 at which our shares were trading just before the offer was announced!
Let me give you a snapshot of where AurionGold was before your offer was tabled. AurionGold shareholders were looking forward to among other things:
* the benefits of 100% Of the company's extensive Kalgoorlie position;
* a 100% share of AurionGold's gold production of around one million ounces per year;
* fully franked dividends of around one-third to one-half of operating profits; and
* continued exposure to a major Australian company with a proven track record.
AurionGold has since announced several significant developments;
* an increase in the forecast profit to A$63 million for 2001/02;
* a material increase in reserves and resources to 7.7 million ounces and 25 million ounces respectively; and
* potential for further cost savings and synergy benefits of A$8 million per year from Kalgoorlie, which would bring annual savings to A$23 million.
By way of comparison, at market close last week the Placer Dome share price had fallen from US$14.27 to US$11.21. This means that the Placer Dome offer valued AurionGold at A$450 million less than it did at the time of launch, and it represented NO premium to our pre-offer trading level.
Through your scrip offer you are asking our shareholders to exchange their AurionGold shareholding for an interest of less than 20% in Placer that:
* dilutes their exposure to our strategic Kalgoorlie holdings from 100% to less than 20%;
* exposes them to new risks associated with the Placer Dome assets in countries with higher sovereign risk than Australia;
* means that, on an historical basis, they will receive a significantly lower dividend payout which is unfranked and subject to Canadian withholding tax; and
* reduces their 100% share of 1 million ounces of annual production to less than a 20% share of about 3.6 million ounces.
Placer Dome's offer does not adequately compensate AurionGold shareholders for this dilution and risk, nor does it equitably share your stated synergy benefits with AurionGold shareholders.
As you are aware, the AurionGold Board has recommended that, at this time, our shareholders do not accept your offer. This Position is described in the Target's Statement that was sent to our shareholders on 26 June, and that we have encouraged them to read in full.
Jay, your bid is nowhere near the A$4.51 value you quoted when you presented the offer to the investment community on 29 May, 2002. You cannot even argue about a significant gold price fall, since the AS gold price, and the US$ gold price, have fallen by less than 5% since the offer was announced.
By 4 July you have to make a decision about extending the bid.
I suggest that if you wish to clearly demonstrate to AurionGold shareholders that you are serious, you should make a material improvement to your offer in order to compensate them for the reduction in the value of your offer and the dilution of ownership of AurionGold assets, and to provide a more equitable sharing of synergy benefits.
T Burgess, MANAGING DIRECTOR AND CEO
AOR Price at posting:
0.0¢ Sentiment: None Disclosure: Not Held