By Adriano Marchese


Yamana Gold Inc. has entered into an arrangement agreement to be bought by Pan American Silver Corp. and sell certain subsidiaries and partnerships to Agnico Eagle Mines Ltd. in a cash and stock deal with a consideration value of $4.8 billion.

Pan American and Agnico said Tuesday that Yamana's board had previously determined that their transaction was the superior proposal while it was considering an original proposal by South Africa-based gold miner Gold Fields.

Gold Fields in June proposed a deal that valued Yamana at $6.7 billion, offering a 33.8% premium to the volume-weighted price for Yamana at the time.

On Nov. 4, Yamana was then approached with a new bid by Pan American and Agnico Eagle which offered $1 billion in cash contributed by Agnico Eagle, 36.1 million of its common shares, and 153.5 million common shares of Pan American.

The transaction would see Pan American acquiring all of the issued and outstanding common shares of Yamana while Yamana would sell certain subsidiaries and partnerships which hold interests in its Canadian assets to Agnico Eagle, including the Canadian Malartic mine in Quebec in which Agnico Eagle currently has a 50% joint-venture stake.

Following the two companies' bid, Gold Fields waived its right-to-match under their agreement, repeating its claim that its original offer remained the superior bid, but it hasn't yet terminated its agreement with Yamana, and Yamana isn't yet legally permitted to do so.

The Yamana board now unanimously recommends that its shareholders vote against the arrangement with Gold Fields at a shareholder meeting on Nov. 21.

Its deal with Pan American and Agnico would only take effect if shareholders don't vote against the deal, or if Gold Fields chooses not to terminate its agreement.

If it does terminate the deal, Yamana would be liable to pay a termination fee of $300 million to Gold Fields.


Write to Adriano Marchese at adriano.marchese@wsj.com


(END) Dow Jones Newswires

11-08-22 0814ET