Gold Fields Limited cancelled the acquisition of Yamana Gold Inc. from Van Eck Associates Corporation and others.
The transaction will require the approval of at least 66 2/3% of the votes cast by Yamana Shareholders, transaction will also require the approval of certain resolutions pertaining to the implementation of the Transaction by Gold Fields Shareholders, including in respect of, inter alia, the issuance of the Gold Fields Consideration Shares under the transaction which requires the approval of at least 75% of the voting rights exercised on such resolution by Gold Fields Shareholders at an extraordinary general meeting. The transaction is also subject to approval by the Ontario Superior Court of Justice, applicable stock exchange approval, applicable regulatory approvals in a number of jurisdictions, including approval under the Competition Act (Canada) and Investment Canada Act (Canada) and approval of the Financial Surveillance Department of the South African Reserve Bank, approval of listing of consideration shares on exchange and other closing customary conditions. The Transaction has been unanimously approved by the Board of Directors of both Gold Fields and Yamana. The Board of Directors of Gold Fields recommends that Gold Fields' shareholders vote in favor of the transaction. The Board of Directors of Yamana recommends that Yamana Shareholders vote in favor of the transaction. Certain senior officers and all of the directors of each of Yamana and Gold Fields have entered into voting support agreements with Gold Fields and Yamana, respectively, agreeing to vote their Yamana Shares and Gold Fields Shares, respectively, in favor of the transaction. Pan American Silver Corp. (TSX:PAAS) and Agnico Eagle Mines Limited (NYSE:AEM) made a definitive binding offer to acquire remaining stake in Yamana Gold Inc. for $4.9 billion on November 4, 2022. The Board of Directors of Yamana upon the unanimous recommendation of the special committee of independent directors of the Board, that the New Offer constitutes a Yamana Superior Proposal. Yamana 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 Board has not changed its recommendation regarding the pending transaction with Gold Fields. Yamana shareholders meeting will be convened on November 21, 2022. The transaction is expected to close in the second half of 2022. As of July 28, 2022, the transaction is expected to close in fourth quarter 2022.
Canaccord Genuity Corp. and The Bank of Nova Scotia (TSX:BNS) acted as fairness opinion providers to Yamana Gold Inc. Canaccord Genuity Corp., The Bank of Nova Scotia and Matthew Gaasenbeek, Egizio Bianchini, Michael Barman, Pierre Laliberte, Lucas Martlellacci of Stifel GMP acted as financial advisors and Cassels Brock & Blackwell LLP and Adam M. Givertz and Christian G. Kurtz of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Yamana Gold Inc. Gold Fields has engaged Merrill Lynch South Africa (Pty) Ltd and Ben Davies, Peter Surr, Christos Tomaras and Anthony Knox of Merrill Lynch International and JPMorgan Chase Bank, National Association, Johannesburg Branch as financial advisors and Fasken Martineau DuMoulin LLP, Linklaters LLP and Webber Wentzel as its legal advisors in connection with the transaction. Yamana and Gold Fields have appointed Computershare Investor Services Inc. to act as Depositary. Computershare Investor Services (Proprietary) Limited acted as transfer agent to Gold Fields. Computershare Investor Services PLC, Computershare Trust Company of Canada and Computershare Trust Company, National Association acted as transfer agent to Yamana. Laurel Hill Advisory Group, LLC acted as proxy solicitation agent to Yamana for an estimated fee of CAD 250,000 ($197,496). CIBC World Markets, Inc. acted as due diligence provider to Yamana.
Gold Fields Limited (JSE:GFI) cancelled the acquisition of Yamana Gold Inc. (TSX:YRI) from Van Eck Associates Corporation and others on November 8, 2022. On November 7, 2022, Gold Fields waived its Matching Right. As a result of the Waiver, on November 8, 2022, the Yamana Board changed its recommendation with respect to the Gold Fields transaction and entered into the Arrangement Agreement with Agnico and Pan American. Later the same day, Gold Fields terminated the transaction. The transaction was terminated since Yamana Gold Inc. has entered into an arrangement agreement with Agnico Eagle Mines Limited and Pan American Silver Corp. 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.