Canadian-based Yamana Gold is a producer of precious metals with significant gold and silver production, development stage properties, exploration properties, and land positions across the Americas, including Canada, Brazil, Chile and Argentina
Agnico, Pan American to acquire Yamana. (Credit: nettetal10 from Pixabay)
Agnico Eagle Mines and Pan American Silver have entered into an arrangement agreement to acquire Canadian gold mining company Yamana Gold for $4.8bn.
The arrangement agreement was signed after the South Africa-based gold mining company Gold Fields waived its right to match the rival offer.
Earlier this month, Agnico and Pan American signed an agreement with Yamana.
Under the terms of the agreement, Pan American will purchase all the issued and outstanding common shares of Yamana, for $1bn in cash.
The consideration also includes the issuance of about 153.5 million common shares of Pan American and 36.1 million common shares of Agnico.
Yamana shareholders are expected to receive $1.0406 in cash, 0.0376 of an Agnico Share and 0.1598 of a Pan American Share for each common share held.
The company’s Board of Directors has changed its recommendation to Yamana shareholders, to vote against the Gold Fields transaction.
Canadian-based Yamana Gold is a producer of precious metals with significant gold and silver production, development stage properties, exploration properties, and land positions across the Americas, including Canada, Brazil, Chile and Argentina.
Yamana, in its statement, said: “The Board has unanimously determined in good faith, after consultation with its outside financial and legal advisors, and upon the unanimous recommendation of the special committee of independent directors of the Board, that the Agnico – Pan American Transaction is a “Yamana Superior Proposal” in accordance with the terms of Gold Fields Arrangement Agreement.”
Earlier this month, Yamana Gold received a joint offer from Pan American and Agnico, which has been determined as the Superior Proposal by the Board.
Gold Fields said that it is disappointed by the outcome, and continues to believe that the transaction was a superior offer for shareholders of both Gold Fields and Yamana.
Under the terms of the agreement, Yamana is required to pay Gold Fields a termination fee of $300m within the deadline of two business days.
Gold Fields chief executive officer Chris Griffith says: “While we are disappointed to have withdrawn from this transaction, Gold Fields remains in a very strong position.
“Gold Fields’ existing portfolio of world-class operations and development projects will continue to deliver value to our shareholders and provides a strong base from which to consider future growth options.
“We will continue to execute our strategy of improving the quality and value of our portfolio of assets. We have a detailed understanding of the market and have the operational expertise, balance sheet and cash flow profile to pursue other value-creating strategic opportunities.”
Scotiabank served as a financial advisor, Norton Rose Fulbright Canada as legal counsel to the special committee of the Yamana Board of Directors, and Stifel GMP and Canaccord Genuity served as financial advisors to Yamana.
Also, Cassels Brock and Blackwell served as Canadian legal counsel, while Paul, Weiss, Rifkind, Wharton & Garrison as US legal counsel to Yamana.