TIDMAUY
RNS Number : 7102F
Yamana Gold Inc.
08 November 2022
YAMANA ENTERS INTO ARRANGEMENT AGREEMENT WITH AGNICO AND PAN
AMERICAN AND ANNOUNCES CHANGE OF RECOMMENDATION
TORONTO, November 8, 2022 - 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
416-815-0220
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
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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END
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November 08, 2022 07:32 ET (12:32 GMT)
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