Goldcorp Inc. has struck a friendly $3.6-billion deal to buy Andean Resources Ltd., trumping a rival proposal from Eldorado Gold Corp. and setting up a takeover battle for Andean’s prized Cerro Negro project in Argentina.

Eldorado now plans to take its offer directly to Andean's shareholders, giving them the chance to decide which bid they like best.

Vancouver-based Goldcorp said it is offering a combination of stock and a cash payment of $6.50 a share for Andean, subject to a maximum cash payment of $1-billion.

The deal between Goldcorp and Andean was announced very early Friday morning, just a few hours after Eldorado revealed that it made an offer to Andean's board as well. Eldorado's proposal is to exchange 0.31 of an Eldorado share for each Andean share.

On a conference call yesterday, Eldorado CEO Paul Wright argued that his offer creates the stronger overall company. His job now is to convince investors, since it would be tough for Eldorado to pay more money than Goldcorp, a much larger company.

“We believe an Andean combination with Eldorado will offer investors the single best gold investment vehicle on the planet,” he said.

Andean, an Australian company, has had great exploration success at the Cerro Negro deposit in the last couple of years, which made it a takeover target in the eyes of many analysts and investors.

"The more we looked, the more apparent it became that Cerro Negro would be an excellent addition to Goldcorp’s portfolio" Goldcorp CEO Chuck Jeannes said on a conference call.

Right now, the project has indicated and inferred resources of 3.06 million ounces of gold and 26.68 million ounces of silver. But Mr. Jeannes expects that the gold resources at Cerro Negro will keep growing, especially after the recent discovery of the high-grade Mariana vein.

“We’re not buying Andean for a three million ounce resource. It will grow,” he said.

He also expressed confidence that Goldcorp will win the takeover battle, point out that the company has offered more money and has unanimous support from Andean’s board.

Goldcorp's offer is a 35% premium to Andean's closing price on the Toronto Stock Exchange on Thursday.

Both Eldorado and Goldcorp have had their eyes on Andean for about two years.

Don MacLean, an analyst at Paradigm Capital, called Goldcorp’s bid “reasonably strong,” but said there is a chance that a higher offer could emerge.

“In our opinion, Eldorado was unlikely to have presented its best possible bid, leaving some of its powder dry to increase the bid, if needed, to get the deal done,” he wrote in a note to clients.

TD Newcrest analyst Greg Barnes wrote that Goldcorp is paying 2.22 times TD's net asset value estimate for Andean of $2.91 a share. And on a total cost basis, he valued the transaction at US$1,166 per ounce.

"These metrics look rich when compared to recent transactions and likely reflect the high grade nature of the deposit and the presence of at least two bidders for the company," he wrote.

He expects the transaction to be positive for Goldcorp in the long term.