Osisko Mining Inc. ("
Osisko") (TSX:OSK) is pleased
to announce that it has entered into a definitive arrangement
agreement dated August 12, 2024 (the "
Arrangement
Agreement") pursuant to which Gold Fields Limited, through
a 100% owned Canadian subsidiary (the "
Purchaser"
or "
Gold Fields"), has agreed to acquire all of
the issued and outstanding common shares of Osisko (the
"
Shares") at a price of C$4.90 per Share (the
"
Consideration"), in an all-cash transaction
valued at approximately C$2.16 billion on a fully diluted basis
(the "
Transaction"). The Transaction will be
completed by way of a statutory plan of arrangement under the
Business Corporations Act (Ontario).
The Consideration represents an approximate 55%
premium to the 20‐day volume weighted average trading price per
Share on the Toronto Stock Exchange ("TSX") for
the period ending August 9, 2024, being the last trading day prior
to the announcement of the Transaction.
Osisko's Chairman and Chief Executive Officer,
John Burzynski, stated:
"This premium
transaction represents a strong and near-term outcome for our
shareholders and is reflective of the truly world class nature of
the Windfall Project. In the span of nine years, we've transformed
Windfall into one of the largest and highest-grade gold development
projects globally, and this Transaction is a testament to the
extraordinary entrepreneurial effort of the Osisko Mining team.
Gold Fields is a globally diversified senior gold producer with an
impressive track record of successfully building and operating
mines. As our joint venture partner at Windfall, Gold Fields knows
the asset well and understands the significance of the strong
relationships that we have built in Québec with all of our
stakeholders. Moreover, Gold Fields share our core principles of
operating in a safe, inclusive and socially responsible manner.
They are well suited to take Windfall into production and we wish
them all the best going forward."
Gold Fields' Chief Executive Officer, Mike
Fraser, stated:
"We are pleased to
consolidate the remaining 50% interest of the advanced-stage
Windfall Project and its highly prospective exploration camp. Over
the past two years, beginning with our initial due diligence in
2022 and throughout our joint ownership of the Project, since May
2023 with Osisko, we have developed a strong understanding of
Windfall and its potential, and view it as the next long-life
cornerstone asset in our portfolio.
We are excited to
build on the progress achieved to date at Windfall and look forward
to continue working with the host Cree First Nation of Waswanipi,
other local communities, the Québec Government and Windfall
employees and business partners as we advance this Project which I
strongly believe will create shared, enduring value for Gold Fields
and our people, community, business and government partners."
Benefits to Osisko Shareholders
- All-cash offer that is not subject
to a financing condition
- Immediate and attractive premium for
Osisko shareholders
- Removes future dilution, commodity,
construction and execution risk
Board of Directors Recommendation
The board of directors of Osisko (the
"Board"), having received a unanimous
recommendation from a special committee comprised solely of
independent directors of Osisko (the "Special
Committee") and after receiving outside legal and
financial advice, has unanimously determined that the Transaction
is in the best interests of Osisko and is fair to the shareholders
of Osisko (the "Shareholders") and unanimously
recommends that Shareholders vote in favour of the Transaction. In
making their respective determinations, the Board considered, among
other factors, the oral fairness opinions of Maxit Capital LP
("Maxit Capital") and Canaccord Genuity Corp.
("Canaccord Genuity"), and the Special Committee
considered, among other factors, the oral fairness opinion of Fort
Capital Partners ("Fort Capital"). Each of the
fairness opinions concluded that, as of August 10, 2024, subject to
the assumptions, limitations and qualifications contained therein,
the Consideration to be received by the Shareholders pursuant to
the Transaction is fair, from a financial point of view, to such
Shareholders. A copy of the fairness opinions will be included in
the management information circular of the Company (the
"Information Circular") to be
mailed to the Shareholders in connection with the special meeting
of Shareholders (the "Meeting") to be called to
approve the Transaction.
Transaction Details
The Transaction will be implemented by way of a
statutory plan of arrangement under Section 182 of the Business
Corporations Act (Ontario) (the "Plan of
Arrangement"). Completion of the Transaction is subject to
customary conditions, including, among others, court approval,
regulatory approvals, the approval of at least two‐thirds of the
votes cast by the Shareholders present in person or represented by
proxy at the Meeting and a simple majority of the votes cast by
Shareholders on a resolution approving the Arrangement, excluding
for this purpose the votes attached to the Shares held by persons
required to be excluded for purposes of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions.
In connection with the Transaction, each of the
directors and executive officers of Osisko have entered into a
voting support agreement (collectively, the "Voting Support
Agreements") with the Purchaser and Gold Fields Limited,
pursuant to which they have agreed, among other things, to vote all
of their Shares (including any Shares issued upon the exercise of
any securities convertible, exercisable or exchangeable into
Shares) in favour of the Transaction.
The Arrangement Agreement provides for customary
deal protection provisions, including non-solicitation covenants of
Osisko and "fiduciary out" provisions in favour of Osisko. In
addition, the Arrangement Agreement provides for a termination fee
of C$108 million payable by Osisko if it accepts a superior
proposal and in certain other specified circumstances. Each of
Osisko and the Purchaser have made customary representations and
warranties and covenants in the Arrangement Agreement, including
covenants regarding the conduct of Osisko's business prior to the
closing of the Transaction.
Pursuant to the terms of the Arrangement
Agreement, each outstanding option to purchase common shares in the
capital of Osisko (each, a "Company Option")
immediately prior to the effective time of the Arrangement shall
be, and shall be deemed to be, unconditionally vested and
exercisable and shall be deemed to be assigned and transferred by
such holder to Osisko in exchange for a cash payment from Osisko
equal to the Company Option in-the-money amount. Each such Company
Option shall immediately be cancelled, and the holder shall cease
to be a holder of such Company Option. Each deferred share unit and
restricted share unit of Osisko granted under Osisko's equity
incentive plans outstanding immediately prior to the effective time
of the Arrangement Agreement shall be deemed to be settled by
Osisko in exchange for a cash payment from Osisko pursuant to the
terms of the Arrangement Agreement. The C$154 million of 4.75%
convertible senior unsecured debenture due December 1, 2025 will
either be converted by the holder thereof for Shares in advance of
the closing of the Transaction, or will be repaid in accordance
with its terms.
The common share purchase warrants of the
Company (the "Warrants") issued on February 28,
2023, with an exercise price of C$4.00 per Share, are
scheduled to expire on August 28, 2024. Any Shares
issuable upon the exercise of such Warrants will be entitled to
receive the Consideration of C$4.90 per Share pursuant to the
Transaction.
Subject to the satisfaction of all conditions to
closing set out in the Arrangement Agreement, it is anticipated
that the Transaction will be completed in Q4 2024. Upon closing of
the Transaction, it is expected that the Shares will be delisted
from the TSX and that Osisko will cease to be a reporting issuer
under applicable Canadian securities laws.
The foregoing summary is qualified in its
entirety by the provisions of the respective documents. Copies of
the fairness opinions of Maxit Capital, Canaccord Genuity and Fort
Capital, and a description of the various factors considered by the
Special Committee and the Board in their respective determination
to approve the Transaction, as well as other relevant background
information, will be included in the Information Circular to be
sent to the Shareholders in advance of the Meeting. Copies of the
Information Circular, the Arrangement Agreement, the Plan of
Arrangement, the Voting Support Agreements and certain related
documents will be filed with the applicable Canadian securities
regulators and will be available in due course on SEDAR+
(www.sedarplus.ca) under Osisko's issuer profile.
Advisors
Maxit Capital and Canaccord Genuity are acting
as financial advisors to Osisko. Bennett Jones LLP is acting as
legal advisor to Osisko. Fort Capital is acting as financial
advisor to the Special Committee. Cassels Brock & Blackwell LLP
is acting as legal advisor to the Special Committee.
About
Osisko
Osisko is a mineral exploration company focused
on the acquisition, exploration, and development of precious metal
resource properties in Canada. Osisko holds a 50% interest in the
high-grade Windfall gold deposit located between Val-d'Or and
Chibougamau in Québec and holds a 50% interest in a large area of
claims in the surrounding Urban Barry area and nearby Quévillon
area (over 2,300 square kilometers).
About Gold
Fields
Gold Fields is a globally diversified gold
producer with nine operating mines in Australia, South Africa,
Ghana, Chile and Peru and one project in Canada. Gold Fields shares
are listed on the Johannesburg Stock Exchange (JSE) and its
American depositary shares trade on the New York Exchange
(NYSE).
Cautionary Statement
Regarding Forward-Looking
Statements
This news release may contain forward-looking
statements (within the meaning of applicable securities laws) which
reflect Osisko's current expectations regarding future events.
Forward-looking statements are identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
"will", "may", "estimate" and other similar expressions. The
forward-looking statements in this news release include statements
regarding the proposed acquisition by the Purchaser of all of the
Shares of Osisko and the terms thereof, the anticipated date of the
Meeting, the anticipated filing of materials on SEDAR+, the
expected date of completion of the Transaction, the expectation
that the Shares will be delisted from the TSX and that Osisko will
cease to be a reporting issuer under applicable Canadian securities
laws and other statements that are not historical fact.
The forward-looking statements in this news
release are based on a number of key expectations and assumptions
made by Osisko including, without limitation: the Transaction will
be completed on the terms currently contemplated, the Transaction
will be completed in accordance with the timing currently expected,
all conditions to the completion of the Transaction will be
satisfied or waived and the Arrangement Agreement will not be
terminated prior to the completion of the Transaction, and
assumptions and expectations related to premiums to the trading
price of the Shares and returns to the Shareholders. Although the
forward-looking statements contained in this news release are based
on what Osisko's management believes to be reasonable assumptions,
Osisko cannot assure investors that actual results will be
consistent with such statements.
The forward-looking statements in this news
release are not guarantees of future performance and involve risks
and uncertainties that are difficult to control or predict. Several
factors could cause actual results to differ materially from the
results discussed in the forward-looking statements. Such factors
include, among others: the Transaction not being completed in
accordance with the terms currently contemplated or the timing
currently expected, or at all, expenses incurred by Osisko in
connection with the Transaction that must be paid by Osisko in
whole or in part regardless of whether or not the Transaction is
completed, the conditions to the Transaction not being satisfied by
Osisko and the Purchaser, currency fluctuations, disruptions or
changes in the credit or security markets, results of operations,
and general developments, market and industry conditions.
Additional factors are identified in Osisko's annual information
form for the year ended December 31, 2023 and most recent
Management's Discussion and Analysis, each of which is available on
SEDAR+ at www.sedarplus.ca.
Readers, therefore, should not place undue
reliance on any such forward-looking statements. There can be no
assurance that the Transaction will be completed or that it will be
completed on the terms and conditions contemplated in this news
release. The proposed Transaction could be modified or terminated
in accordance with its terms. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, Osisko assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Contact
Information:
John BurzynskiChairman & Chief Executive
Officer(416) 363-8563
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