Yamana Enters Into Arrangement Agreement With Agnico and Pan American and Announces Change of Recommendation
November 08 2022 - 7:15AM
Yamana Gold Inc. (TSX: YRI, NYSE: AUY, LSE: AUY) (“Yamana” or the
“Company”) announced today that the Company has entered into an
arrangement agreement with Agnico Eagle Mines Limited (“Agnico”)
and Pan American Silver Corp. (“Pan American”) for the acquisition
by Pan American of all of the issued and outstanding common shares
of the Company and the sale by Yamana of certain subsidiaries and
partnerships which hold Yamana’s interests in its Canadian assets,
including the Canadian Malartic mine, to Agnico, all by way of a
proposed plan of arrangement (the “Agnico - Pan American
Arrangement Agreement”).
The terms of the Agnico - Pan American
Arrangement Agreement remain the same as previously announced by
the Company on November 4, 2022 (the “Agnico – Pan American
Transaction”) and found in the related press release.
The Agnico - Pan American Arrangement Agreement
was entered into following the waiver by Gold Fields Limited (“Gold
Fields”) of its 5 business day matching right and response period
under the arrangement agreement entered into between the Company
and Gold Fields on May 31, 2022 (the “Gold Fields Arrangement
Agreement”).
The Board of Directors of the Company (the
“Board”) has changed its recommendation with respect to the pending
transaction with Gold Fields (the “Gold Fields Transaction”)
pursuant to the Gold Fields Arrangement Agreement and now
unanimously recommends that Yamana shareholders vote against the
Gold Fields Transaction at the special meeting of Yamana
shareholders (the “Yamana Meeting”) to be held to consider the Gold
Fields Transaction. The Yamana Meeting is scheduled to be held at
10:00 am (Toronto time) on Monday, November 21, 2022.
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.
The Agnico - Pan American Arrangement Agreement,
as a “Permitted Acquisition Agreement” under the Gold Fields
Arrangement Agreement, will become effective upon the Gold Fields
Arrangement Agreement not being approved by Yamana shareholders at
the Yamana Meeting unless Gold Fields elects to terminate the Gold
Fields Arrangement Agreement before then.
A copy of the Agnico - Pan American Agreement
will be filed on the SEDAR profile of the Company concurrently with
the related material change report.
Advisors and Counsel
The special committee of the Board has retained
Scotiabank as financial advisor. Norton Rose Fulbright Canada LLP
is acting as legal counsel to the special committee of the Board.
Yamana has retained Stifel GMP and Canaccord Genuity Corp. as
financial advisors. Cassels Brock and Blackwell LLP are acting
as Canadian legal counsel to Yamana, and Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as United States legal
counsel.
About Yamana
Yamana Gold Inc. is a Canadian-based precious
metals producer with significant gold and silver production,
development stage properties, exploration properties, and land
positions throughout the Americas, including Canada, Brazil, Chile
and Argentina. Yamana plans to continue to build on this base
through expansion and optimization initiatives at existing
operating mines, development of new mines, the advancement of its
exploration properties and, at times, by targeting other
consolidation opportunities with a primary focus in the
Americas.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Investor Relations
416-815-02201-888-809-0925Email: investor@yamana.com
FTI Consulting (UK Public Relations)Sara Powell
/ Ben Brewerton+44 7974 201 715 / +44 203 727 1000
This news release contains or incorporates by
reference “forward-looking statements” and “forward-looking
information” under applicable Canadian securities legislation and
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking information
includes, but is not limited to information with respect to the
Agnico Pan American Transaction, the completion of the Gold Fields
Transaction or the Agnico – Pan American Transaction, the possible
termination of the Gold Fields Arrangement Agreement, the
occurrence of the effectiveness of the Agnico - Pan American
Arrangement Agreement; whether Gold Fields will terminate the Gold
Fields Arrangement Agreement prior to the Yamana Meeting; whether
the Gold Fields Transaction will be approved at the Yamana Meeting;
the requirement and timing of the US$300 million termination fee
payable by Yamana to Gold Fields; and the filing of the Pan
American-Agnico Agreement and related material change report on the
SEDAR profile of Yamana. Forward-looking statements are
characterized by words such as “plan", “expect”, “budget”,
“target”, “project”, “intend”, “believe”, “anticipate”, “estimate”
and other similar words, or statements that certain events or
conditions “may” or “will” occur. Forward-looking statements are
based on the opinions, assumptions and estimates of management
considered reasonable at the date the statements are made, and are
inherently subject to a variety of risks and uncertainties and
other known and unknown factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. These factors include transaction
risks, risks relating to the completion of the transactions with
Gold Fields or Agnico and Pan American, including receipt of all
necessary regulatory, court and securityholder approvals in
connection with the transaction with Gold Fields or Agnico and Pan
American, as well as those risk factors discussed or referred to
herein and in the Company's Annual Information Form filed with the
securities regulatory authorities in all provinces of Canada and
available at www.sedar.com, and the Company’s Annual Report on Form
40-F filed with the United States Securities and Exchange
Commission. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
The Company undertakes no obligation to update forward-looking
statements if circumstances or management’s estimates, assumptions
or opinions should change, except as required by applicable law.
The reader is cautioned not to place undue reliance on
forward-looking statements.
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