EXHIBIT (A)(5)(E)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF
AN OFFER TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED
BELOW) IS MADE ONLY BY THE OFFER TO PURCHASE, DATED FEBRUARY 20, 2002,
AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS
THERETO. THE OFFER WILL BE MADE TO ALL HOLDERS OF SHARES, EXCEPT THAT
IT WILL NOT BE MADE TO (AND TENDERS WILL NOT BE ACCEPTED FROM OR ON
BEHALF OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF
THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION WHERE THE SECURITIES,
BLUE SKY, OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED
BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF
KINROSS BY GEORGESON SHAREHOLDER SECURITIES CORPORATION, THE DEALER
MANAGER OF THIS OFFER, OR ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF THAT JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH ALL OF THE
PUBLICLY-HELD SHARES OF THE $3.75 SERIES B CONVERTIBLE PREFERRED STOCK
OF
KINAM GOLD INC.
AT
$16.00 PER SHARE
BY
KINROSS GOLD U.S.A., INC., A WHOLLY-OWNED SUBSIDIARY OF
KINROSS GOLD CORPORATION
Kinross Gold U.S.A., Inc., a Nevada corporation (the "Purchaser"), a
wholly-owned subsidiary of Kinross Gold Corporation, an Ontario corporation
("Kinross" which may, where appropriate, include the Purchaser as Kinross'
wholly-owned subsidiary), is offering to purchase all of the publicly-held
shares of the $3.75 Series B Convertible Preferred Stock of Kinam Gold Inc.
("Kinam"), par value $1.00 per share (the "Shares"), at $16.00 per Share (the
"Offer Price"), payable to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 20, 2002 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together,
as they may be amended and supplemented from time to time, constitute the
"Offer"). At the time of making this Offer, Kinross, indirectly through the
Purchaser, owns 945,400, or 51.4%, of the 1,840,000 issued and outstanding
Shares, and 100% of the issued and outstanding common shares of Kinam. The Offer
is being made to the holders (the "Non-Affiliated Holders") of the 894,600
Shares that Kinross does not currently own. The Offer is not conditioned on any
minimum number of Shares being tendered. The Offer is, however, subject to other
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal, including the requirement that each holder tendering any Shares
must tender all of the Shares held by such holder. Except as set forth in the
Letter of Transmittal, tendering stockholders will not be obligated to pay
brokerage fees or commissions or transfer taxes on the purchase of Shares by
Kinross pursuant to the Offer. Kinross will pay all charges and expenses of
Georgeson Shareholder Securities Corporation (the "Dealer Manager"), Alpine
Fiduciary Services, Inc. (the "Depositary"), and Georgeson Shareholder
Communications Inc. (the "Information Agent").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
EASTERN TIME, ON MARCH 20, 2002, UNLESS THE OFFER IS EXTENDED.
KINROSS AND THE SPECIAL COMMITTEE APPOINTED BY THE DIRECTORS OF KINAM
HAVE BOTH CONCLUDED THAT THIS OFFER IS FAIR TO THE NON-AFFILIATED HOLDERS.
BECAUSE ALL OF ITS MEMBERS ARE ALSO DIRECTORS OF KINROSS AND HOLD EQUITY
INTERESTS IN KINROSS, AND THUS ARE NOT INDEPENDENT OF KINROSS, THE KINAM SPECIAL
COMMITTEE DETERMINED THAT IT SHOULD REMAIN NEUTRAL, AND DID NOT RECOMMEND FOR,
RECOMMEND AGAINST, OR EXPRESS AN OPINION WITH RESPECT TO WHETHER THE
NON-AFFILIATED HOLDERS SHOULD ACCEPT OR REJECT THE TENDER OFFER. NONE OF
KINROSS, THE PURCHASER OR THEIR RESPECTIVE BOARDS OF DIRECTORS ARE MAKING ANY
RECOMMENDATION TO HOLDERS OF THE SHARES AS TO WHETHER OR NOT TO TENDER THEIR
SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER THEIR
SHARES. IF YOU DECIDE TO TENDER ANY OF YOUR SHARES, YOU MUST TENDER ALL OF THE
SHARES THAT YOU OWN.
Upon the terms and subject to the conditions set forth in the Offer
(the "Offer Conditions"), the Purchaser will accept for payment, and will pay
for, Shares validly tendered on or prior to the Expiration Date (as defined
herein) and not withdrawn as permitted in the Offer. The term "Expiration Date"
means Midnight, Eastern Time, on March 20, 2002, unless extended by Kinross, in
which event the term "Expiration Date" shall mean Midnight on the extension
date. The period through the Expiration Date is referred to as the "Offering
Period." In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for such Shares (or a confirmation of a book-entry transfer of
such
Shares (a "Book-Entry Confirmation") into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility")), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other required documents.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment (and, therefore, purchased) Shares validly tendered and not
withdrawn, only as, if, and when the Purchaser gives oral or written notice to
the Depositary of its acceptance for payment of such Shares pursuant to the
Offer. Payment for Shares accepted pursuant to the Offer will be made by deposit
of the purchase price therefor with the Depositary, which will act as agent for
the tendering stockholders for the purpose of receiving payments from the
Purchaser and transmitting such payments to the tendering stockholders. All
Shares that have been tendered, but not accepted by the Purchaser for whatever
reason according to the terms of the Offer, will be returned to the stockholder
as promptly as practicable after the Expiration Date. UNDER NO CIRCUMSTANCES
WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID, REGARDLESS OF ANY DELAY
IN MAKING SUCH PAYMENT.
Subject to the applicable rules and regulations of the United States
Securities and Exchange Commission (the "SEC"), Kinross expressly reserves the
right, in its reasonable discretion, at any time or from time to time, to extend
the Offering Period by giving oral or written notice of such extension to the
Depositary, and making a public announcement thereof no later than 9:00 a.m.,
Eastern Time, on the next business day after the previously scheduled Expiration
Date. During any such extension of the Offering Period, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering stockholder to withdraw such stockholder's Shares. Subject
to the applicable rules and regulations of the SEC, Kinross may also elect to
provide a subsequent offering period by immediately accepting and promptly
paying for all Shares tendered during the Offering Period and making a public
announcement thereof no later than 9:00 a.m. Eastern Time on the next business
day after the Expiration Date. Shares tendered during any subsequent offering
period will be immediately accepted and promptly paid for by the Purchaser and
may not be withdrawn, once tendered, unless the Shares have not been paid for
within 60 days of the commencement of the Offer. Subject to the applicable
regulations of the SEC, Kinross also expressly reserves the right, in its
reasonable discretion, at any time or from time to time: (i) to delay acceptance
for payment of or (regardless of whether such Shares were theretofore accepted
for payment) payment for, any tendered Shares, or to terminate or amend the
Offer as to any Shares not then paid for, whether or not tendered, on the
occurrence of any of the conditions specified in the Offer to Purchase, and (ii)
to waive any condition or otherwise amend any term or condition of the Offer, by
giving oral or written notice of such delay, termination or amendment to the
Depositary and by making a public announcement thereof.
Kinross is making the Offer based on its desire to: (1) improve the
consolidated balance sheet and future results of operations of Kinross; (2)
acquire all of the Shares that it does not currently own, making Kinam a
wholly-owned subsidiary; and (3) terminate the reporting obligations of Kinam
under the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in order to eliminate the costs associated with complying with
such obligations.
As set forth above, the intent of the tender offer is to make Kinam a
wholly-owned subsidiary, thereby terminating Kinam's reporting obligations as a
publicly-held company. It is anticipated that on completion of the Offer, Kinam
will delist its preferred stock from the American Stock Exchange and terminate
the registration of its preferred stock under the Exchange Act. Consequently,
Kinam would no longer be subject to the reporting and other obligations of the
Exchange Act. Holders of the Shares who do not tender their shares prior to the
Expiration Date would continue holding their Shares. In the event that the
Purchaser does not acquire all of the Shares, Kinross may seek to complete a
merger with, or a recapitalization of, Kinam in which any remaining
Non-Affiliated Holders would receive cash for their Shares at the Offer Price,
or Kinross may permit such shareholders to remain as minority shareholders in
Kinam. Kinross intends to hold the Shares acquired in the Offer. Holders who
tender their Shares, or who receive cash or other consideration for their Shares
in a merger or recapitalization, will cease to have an ownership interest in the
Shares and, therefore, will not participate in any future earnings or growth of
Kinam. If Kinross acquires all of the remaining Shares that it does not already
own, through the Offer or otherwise, it will determine at that time whether to
retire, cancel or continue to hold the Shares. At this time, Kinross has no
intention or plan to cause any of the Shares acquired in the Offer to be
redeemed by Kinam. If Kinross acquires a sufficient number of Shares to give it
control of 66.67% of the Shares, it will have the necessary vote to control all
matters with respect to the Shares.
Tenders of Shares made pursuant to the Offer are irrevocable except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the termination of the Offering Period and, unless theretofore accepted for
payment by the Purchaser pursuant to the Offer, may also be withdrawn at any
time after April 20, 2002. For a withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the names in which the certificate(s) evidencing the Shares to be withdrawn
are registered, if different from that of the person who tendered such Shares.
The signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of any Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry delivery as set forth in the
Offer to Purchase, any notice of withdrawal must specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares. If certificates for Shares to be withdrawn have been delivered
or otherwise identified to the Depositary, the name of the registered holder and
the certificate numbers of the particular certificates evidencing the Shares to
be withdrawn must also be furnished to the Depositary. All questions as to the
form and validity (including time of receipt) of any notice of withdrawal will
be determined by the Purchaser, in its reasonable discretion, which
determination shall be final and binding. None of Kinross, the Purchaser, Kinam,
the Dealer Manager, the Depositary, the Information Agent, or any other person
will be under any duty to give notification of any defects or irregularities in
any notice of withdrawal or will incur any liability for failure to give such
notification. Withdrawals may not be rescinded, and any Shares properly
withdrawn will be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by following one of the
procedures described in the Offer to Purchase at any time prior to the
Expiration Date or during a subsequent offering period, if any.
If Kinross extends the Offer, is delayed in its acceptance for payment
of Shares, or is unable to accept for payment Shares pursuant to the Offer for
any reason, then, without prejudice to Kinross' rights under this Offer, the
Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that tendering
stockholders are entitled to withdrawal rights as set forth in the Offer.
For most United States stockholders, the sale of Shares upon acceptance
thereof for payment by the Purchaser will generally result in the recognition of
a capital gain or loss under United States federal income tax provisions. In
certain circumstances, some tendering stockholders whose Shares are purchased in
the Offer may be treated as having received an amount taxable as a distribution
or dividend rather than as a capital gain or loss. Stockholders are strongly
encouraged to read the Offer to Purchase for additional information regarding
the United States federal tax consequences of participating in the Offer.
Long-term capital gain of a non-corporate stockholder is generally subject to a
maximum United States federal income tax rate of 20% in respect of a capital
asset held for more than one year. The income tax discussion set forth above is
included for general information only and may not be applicable to stockholders
in special situations such as stockholders who received their Shares upon the
exercise of employee stock options or otherwise as compensation and stockholders
who are not United States persons. Stockholders should consult their own tax
advisors with respect to the specific tax consequences to them of the Offer,
including the application and effect of federal, state, local, foreign or other
tax laws.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. The information required to be disclosed by
Rule 14d-6(d)(1) and Rule 13e-3(e)(1) under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference. Kinam has provided
its stockholder list and security position listings to Kinross, for the purpose
of disseminating the Offer to holders of the Shares. The Offer to Purchase, the
related Letters of Transmittal and other relevant materials will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
Questions and requests for assistance may be directed to the
Information Agent at its addresses and telephone numbers set forth on the back
cover of the Offer to Purchase. Requests for additional copies of the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other
tender offer materials may be directed to the Information Agent. Stockholders
may also contact their broker, dealer, commercial bank, trust company or other
nominee. Kinross will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer other than
payments to the Dealer Manager, the Depositary, and the Information Agent as
described in the Offer to Purchase.
THE INFORMATION AGENT FOR THE OFFER IS: THE DEALER MANAGER FOR THE OFFER IS:
GEORGESON SHAREHOLDER COMMUNICATIONS INC. GEORGESON SHAREHOLDER SECURITIES CORPORATION
17 STATE STREET, 10TH FLOOR 17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10004
BANKS AND BROKERS CALL COLLECT: (212) 440-9800 BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL FREE: (800) 223-2064 ALL OTHERS CALL TOLL FREE: (800) 445-1790
FEBRUARY 20, 2002