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TORONTO and MONTREAL – As Goldcorp Inc. sees it, Osisko Mining Corp.’s lawsuit is based on a flawed analysis of a throwaway conversation that lasted less than a minute.
In fact, Goldcorp denies Osisko’s claim that a standstill agreement was even discussed in this conversation, much less agreed to.
Osisko launched the lawsuit last week to try to get the Quebec Superior Court to block a $2.6-billion hostile bid from Goldcorp. The key allegation is that Goldcorp misused confidential information when it made the bid.
It all revolves around a meeting the companies held last October at the Delta Calgary Airport Hotel.
The two miners held on-and-off merger talks since 2008, but this was a crucial meeting in which Montreal-based Osisko was prepared to hand over private data about its Canadian Malartic mine in Quebec. The companies were bound by a confidentiality agreement at the time, but a standstill agreement had expired, meaning Goldcorp could make a hostile bid.
According to Goldcorp, Osisko chief financial officer Brian Coates pulled aside Etienne Morin, director of business development at Goldcorp, for a brief chat at the start of the meeting.
Mr. Coates did not want Goldcorp to use the private data to make a hostile bid. So according to his sworn statement, he got a verbal agreement from Mr. Morin to extend the standstill. But Mr. Morin tells a very different story in his affidavit.
He said that Mr. Coates told him the confidentiality agreement was expired (which it wasn’t), and never made mention of the standstill.
In response, Mr. Morin claims he told Mr. Coates that he did not think the confidentiality was expired, but that he would check. He said the two men agreed to talk about it the next morning.
For the rest of this article, click here: http://business.financialpost.com/2014/02/06/goldcorp-executive-says-standstill-with-osisko-was-never-discussed-at-key-meeting/