Canada’s Yamana Gold is walking away from a proposed merger with JSE-listed Gold Fields after accepting a $4.8bn (about R85bn) rival offer from Agnico Eagle Mines and Pan American Silver Corp.
Yamana said on Tuesday that the board had changed its previous recommendation and recommended shareholders vote against the Gold Fields transaction at a special meeting in two weeks.
“The board has unanimously determined in good faith, after consultation with its outside financial and legal advisers, 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 [the] Gold Fields arrangement agreement,” it said.
Yamana said the Agnico-Pan American arrangement agreement would become effective upon the Gold Fields arrangement agreement not being approved by shareholders, unless Gold Fields elected to terminate its arrangement agreement before then.
Yamana previously recommended shareholders vote in favour of the Gold Fields transaction.
Gold Fields, which operates South Deep in Westonaria and the Salares Norte project in Chile, offered to buy Yamana at the end of May in an all-in share offer valued at $6.7bn (about R118.6bn).
However on Friday Yamana announced that Pan American and Agnico Eagle had tabled a rival cash-and-stock deal valued at $5.02 (about R89) a share.
Yamana gave Gold Fields five working days to match it and on Monday the latter elected not to, saying it had unanimously decided not to change the terms of the transaction.
“In coming to this determination, the board has taken into account its commitment to capital discipline and considered the fairness of the transaction to Gold Fields and Yamana shareholders over the long term,” Gold Fields said.
Yamana Gold does U-turn on merger with JSE-listed Gold Fields
Image: Mathieu Dupuis/Yamana Gold
Canada’s Yamana Gold is walking away from a proposed merger with JSE-listed Gold Fields after accepting a $4.8bn (about R85bn) rival offer from Agnico Eagle Mines and Pan American Silver Corp.
Yamana said on Tuesday that the board had changed its previous recommendation and recommended shareholders vote against the Gold Fields transaction at a special meeting in two weeks.
“The board has unanimously determined in good faith, after consultation with its outside financial and legal advisers, 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 [the] Gold Fields arrangement agreement,” it said.
Yamana said the Agnico-Pan American arrangement agreement would become effective upon the Gold Fields arrangement agreement not being approved by shareholders, unless Gold Fields elected to terminate its arrangement agreement before then.
Yamana previously recommended shareholders vote in favour of the Gold Fields transaction.
Gold Fields, which operates South Deep in Westonaria and the Salares Norte project in Chile, offered to buy Yamana at the end of May in an all-in share offer valued at $6.7bn (about R118.6bn).
However on Friday Yamana announced that Pan American and Agnico Eagle had tabled a rival cash-and-stock deal valued at $5.02 (about R89) a share.
Yamana gave Gold Fields five working days to match it and on Monday the latter elected not to, saying it had unanimously decided not to change the terms of the transaction.
“In coming to this determination, the board has taken into account its commitment to capital discipline and considered the fairness of the transaction to Gold Fields and Yamana shareholders over the long term,” Gold Fields said.
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