Issue of Andean Scheme Booklet and Convening of the Scheme Meeting
SALT LAKE CITY, UTAH -- (Marketwire) -- 10/29/10 -- On 3 September 2010, Andean Resources (TSX: AND)(ASX: AND) (Andean) entered into a Merger Implementation Agreement with Goldcorp Inc. (Goldcorp) for Goldcorp to acquire all the outstanding shares of Andean through a Scheme of Arrangement (Scheme).
Today the Federal Court of Australia approved the issue of the Andean Scheme Booklet and ordered the convening of a meeting of shareholders of Andean to consider the Scheme (Scheme Meeting). The Scheme Meeting will be held at 10.00am on 3 December 2010 at Harbour Terrace, Museum of Contemporary Art, 140 George Street, The Rocks, Sydney, Australia. Andean's Annual General Meeting will be held on the same date, at 10.30am or immediately following the Scheme Meeting, whichever is later.
Under the Scheme, Andean shareholders can elect to receive their consideration in one of three alternative forms: cash consideration of C$6.50 in cash (subject to scale back if the total cash pool of C$1 billion is exceeded) for each of their Andean shares, share consideration of 0.14 of a Goldcorp share for each of their Andean shares or a combination of cash consideration in respect of a portion of their Andean shares and share consideration in respect of the remainder of their Andean shares.
The Scheme Booklet
The Scheme Booklet, a copy of which is attached to this release, will be mailed to Andean shareholders on or about 2 November 2010.
Andean shareholders should carefully read all of the Scheme Booklet and the materials accompanying it before deciding whether or not to vote in favour of the Scheme and whether to elect to receive their consideration in cash (subject to scale back), in Goldcorp shares, or in a combination or cash and shares.
Directors' recommendation
The Andean Directors have carefully considered the Scheme and unanimously recommend that, in the absence of a superior proposal, Andean shareholders vote in favour of the Scheme. Each of the Andean Directors intends to vote all Andean shares held by them in favour of the Scheme.
Independent Expert
The Independent Expert, Grant Samuel & Associates Pty Limited, has concluded that the Scheme is fair and reasonable and in the best interests of Andean shareholders. The Independent Expert's Report is contained in Annexure A of the Scheme Booklet.
Andean Shareholder Information Line
If shareholders have any questions about the Merger, Scheme or the Scheme Meeting, they should contact:
-- (within Australia) 1300 748 255 (toll free);
-- (outside Australia) +1-416-867-2272; or
-- by email at contactus@kingsdaleshareholder.com
A.B.N. 66 064 494 319
Contacts:
Andean Resources Ltd.
Krista Muhr, Vice President, Investor Relations
In North America: +1.647.330.1478
In Australia: +61 (0) 448.886.460
Email: krista.muhr@andeangold.com
Website: www.AndeanGold.com