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Gold Fields to Acquire Yamana Gold – A Combination for Long-Term Value
Creation Focused on Quality Growth, Financial Discipline and Shareholder
Returns
Transaction creates a top-4 global gold major with a diversified portfolio of high-quality,
long-life assets with tangible near and long-term growth opportunities
Strengthened financial and operational capacity with complementary cash flow and growth
profiles
Combined Group will be headquartered in Johannesburg with operations across South Africa,
Ghana, Australia, Canada and South America
All-share offer by Gold Fields at an Exchange Ratio of 0.6 Gold Fields Consideration Shares for
each Yamana share implying a valuation for Yamana of US$6.7 billion
Johannesburg and Toronto, May 31, 2022 – Gold Fields Limited (JSE, NYSE: GFI) (“Gold Fields”) and
Yamana Gold Inc. (TSX:YRI; NYSE:AUY; LSE:AUY) (“Yamana”), today announced that they have entered
into a definitive agreement (the “Arrangement Agreement”), under which Gold Fields will acquire all
of the outstanding common shares of Yamana (“Yamana Shares”) pursuant to a plan of arrangement
(the “Transaction”).
Under the terms of the Transaction, all of the outstanding Yamana Shares will be exchanged at a ratio
of 0.6 of an ordinary share in Gold Fields (each whole share, a “Gold Fields Share”) or 0.6 of a Gold
Fields American depositary share (each whole American depositary share, a “Gold Fields ADSs”) for
each Yamana Share (the “Exchange Ratio”).
The Transaction implies a valuation for Yamana of US$6.7 billion and represents a premium of 33.8%
to the 10-day Volume-Weighted Average Price (“VWAP”) of Yamana’s Shares of US$ 5.201 on Friday,
May 27, 2022, being the last trading day on the NYSE prior to the date of this announcement, based
on the 10-day VWAP of Gold Fields ADSs of US$ 11.592. Upon closing of the Transaction, it is
anticipated that Gold Fields Shareholders and Yamana Shareholders will own approximately 61% and
39% of the Combined Group, respectively.
The acquisition of Yamana by Gold Fields significantly strengthens the ability of the combined
company (the “Combined Group”) to deliver on Gold Fields’ three strategic pillars: maximizing asset
potential; advancing ESG commitment; and growing the value and quality of its asset portfolio. The
Combined Group has the potential to create significant long-term value for shareholders through
greater scale, an industry-leading portfolio of assets, an enhanced production profile with significant
growth potential, operational and geological synergies, and a strengthened financial profile for future
growth and shareholder returns.
Gold Fields’ Board believes that offering the Gold Fields Consideration Shares is the best way to
capture and unlock growth opportunities while still maintaining financial flexibility, capital and
operational discipline, and providing attractive returns to shareholders. Strong near-term operating
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As traded on the New York Stock Exchange (“NYSE”)
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As traded on the NYSE