TIDMAUY
RNS Number : 6816M
Yamana Gold Inc.
13 January 2023
INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND
SHAREHOLDERS VOTE FOR THE PROPOSED ARRANGEMENT WITH PAN AMERICAN
AND AGNICO EAGLE
TORONTO, January 13, 2023 -- Yamana Gold Inc. (TSX:YRI;
NYSE:AUY; LSE:AUY) ("Yamana" or the "Company") is pleased to
announce that the Company has received positive recommendations
from both Institutional Shareholder Services ("ISS") and Glass,
Lewis & Co. LLC ("Glass Lewis") in support of the previously
announced arrangement involving the acquisition by Pan American
Silver Corp. ("Pan American") of all of the issued and outstanding
common shares of the Company following the sale by Yamana of its
Canadian assets, including certain subsidiaries and partnerships
which hold Yamana's interests in the Canadian Malartic mine, to
Agnico Eagle Mines Limited ("Agnico Eagle"), all by way of a plan
of arrangement under the Canada Business Corporations Act (the
"Proposed Transaction").
ISS and Glass Lewis are leading independent, third-party proxy
advisory firms which provide proxy voting recommendations to
pension funds, investment managers, mutual funds, and other
institutional shareholders.
In making their recommendation, ISS commented:
"There appears to be sound strategic rationale for the
transaction with the cash portion of the consideration providing
certain and immediate value, as well as an opportunity to
participate in the potential upside of an entity with expertise and
a large growth pipeline in Latin American mining jurisdictions on
one hand, and an entity comprising a portfolio of producing mines
in more developed jurisdictions on the other...There should be
ample opportunity for cost synergies, knowledge sharing, and
pooling of talent at each of [Pan American] and [Agnico Eagle], and
[Yamana] shareholders will have some added optionality to select
between the prospective growth pipelines and cash flow profiles of
each entity through the share-based portion of the transaction
consideration."
Glass Lewis commented:
"Yamana investors are poised to receive, among other things,
significant exposure to what we consider to be two highly credible
operators with more tailored regional bona fides, compatible assets
and a more credible ability to fully realize the potential of
Yamana's blended portfolio. We further consider the associated
terms appear to reflect a reasonable value for Yamana investors,
and would further note post announcement trading trends and fixed
exchange ratios have further increased that value roughly 16.4% on
a per share basis."
A fulsome explanation of the underlying matters considered in
making their recommendations is contained in the respective
reports.
Special Meeting of Shareholders
Yamana would like to remind shareholders of the upcoming special
meeting of shareholders (the "Yamana Meeting") scheduled to take
place on January 31, 2023 to seek approval for the Proposed
Transaction. For additional details please review the Company's
management information circular and other meeting materials which
have been publicly filed and which are available under Yamana's
issuer profile on www.sedar.com and are also available on the
Company's website at www.yamana.com .
The board of directors of Yamana unanimously recommends that
Yamana shareholders vote IN FAVOUR of the Proposed Transaction.
Shareholders of record on December 14, 2022 will be eligible to
vote at the Yamana Meeting. The Yamana Meeting will be held at 1:00
p.m. (Toronto time) on January 31, 2023 at the Design Exchange
Toronto-Dominion Centre, 234 Bay Street, Toronto, Ontario and
online at:
Website: https://web.lumiagm.com/497366151
Password: yamana2023 (case sensitive)
A special meeting of the shareholders of Pan American to
consider the arrangement is scheduled to be held concurrently on
January 31, 2023.
Shareholder Questions and Voting Assistance
If you have questions about Yamana Meeting matters, the voting
instructions or require assistance completing your proxy form,
please contact the Company's strategic advisor and proxy
solicitation agent, Laurel Hill, toll-free in North America at
1-877-452-7184, outside North America at 1-416-304-0211, or by
email at assistance@laurelhill.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 715223 / +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 Yamana Meeting and the
Pan American meeting. 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 Proposed Transaction, including receipt of all
necessary regulatory, court and securityholder approvals in
connection with the Proposed Transaction, as well as those risk
factors discussed or referred to herein, in the management
information circular issued by Yamana in respect of the Yamana
Meeting 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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