TIDMAUY
RNS Number : 4157F
Yamana Gold Inc.
04 November 2022
YAMANA ANNOUNCES SUPERIOR PROPOSAL
TORONTO, November 4, 2022 - YAMANA GOLD INC. (TSX:YRI; NYSE:AUY;
LSE:AUY) ("Yamana" or "the Company") confirms that, as disclosed
today in a joint press release by Agnico Eagle Mines Limited
("Agnico") and Pan American Silver Corp. ("Pan American" and
together with Agnico, the "New Offerors"), it has received an
unsolicited binding proposal from the New Offerors for the
acquisition by Pan American of all of the issued and outstanding
common shares of the Company ("Common Shares") 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
"New Offer").
Under the New Offer, Pan American would acquire all of the
issued and outstanding Common Shares for total consideration
consisting of US$1.0 billion in cash and the issuance of
approximately 153.5 million common shares of Pan American (the "Pan
American Shares") and approximately 36.1 million common shares of
Agnico (the "Agnico Shares"). Under the New Offer, shareholders of
the Company would 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 Board of Directors of the Company (the "Board") has
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 New Offer constitutes a "Yamana Superior Proposal" in
accordance with the terms of the arrangement agreement between the
Company and Gold Fields dated May 31, 2022 (the "Gold Fields
Arrangement Agreement").
In accordance with terms of the Gold Fields Arrangement
Agreement, the Company has notified Gold Fields that the Board has
determined that the New Offer constitutes a Yamana Superior
Proposal and that the five business day matching period has
commenced, during which Gold Fields has the right, but not the
obligation, to propose to amend the terms of the Gold Fields
Arrangement Agreement in order for the New Offer to cease to be a
Yamana Superior Proposal (the "Matching Right").
At this time, there can be no assurance that the New Offer will
lead to a termination of the Gold Fields Arrangement Agreement and
the execution of a definitive arrangement agreement with the New
Offerors in respect of the New Offer, or that the proposed
transaction contemplated by the New Offer will be consummated.
The Board has not changed its recommendation regarding the
pending transaction with Gold Fields pursuant to the Gold Fields
Arrangement Agreement (the "Gold Fields Arrangement") and the
special meeting of Yamana shareholders (the "Yamana Meeting") to
consider the Gold Fields Arrangement is scheduled to be held at
10:00 am (Toronto time) on Monday, November 21, 2022. The Board has
unanimously recommended voting in favour of the Gold Fields
Arrangement. Shareholders and other interested parties are strongly
advised to read the management information circular of Yamana for a
detailed description of the Gold Fields Arrangement and the reasons
for the Board's recommendation. The management information circular
and other proxy material is available under Yamana's profile on
www.sedar.com and is also available on the Company's website at
www.yamana.com .
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
416-815-0220
1-888-809-0925
Email: investor@yamana.com
FTI Consulting (UK Public Relations)
Sara Powell / Ben Brewerton
+44 7974 201 715 / +44 203 727 1000
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: 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 New Offer, the consideration to be
received by shareholders of Yamana under the New Offer, the
determination of the Board regarding the New Offer, the entry into
a definitive agreement in respect of the New Offer, the exercise of
Gold Fields' Matching Right, the completion of the Gold Fields
Arrangement or the New Offer, the possible termination of the Gold
Fields Arrangement Agreement, receipt of all approvals, including
from the Ontario Superior Court of Justice and affected
securityholders, necessary to complete the Gold Fields Arrangement
or the New Offer and the expected timing of completion of the Gold
Fields Arrangement or the New Offer. 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
Georgetown or the New Offerors, including receipt of all necessary
regulatory, court and securityholder approvals in connection with
the transaction with Georgetown or the New Offer, 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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END
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