The consideration consists of 153,539,579 common shares in the capital of Pan American ('Pan American Shares');
Pan American and Agnico Eagle have been informed that Yamana's Board of Directors, in consultation with Yamana's financial and legal advisors, have determined that the Binding Offer constitutes a 'Yamana Superior Proposal' as defined in the arrangement agreement dated
The Arrangement would establish Pan American as a major precious metals producer in
The consolidation of the Canadian Malartic mine would place a world-class asset into the hands of the best positioned operator to develop the mine's full potential and gives Agnico Eagle operational control during the remaining development period of the Odyssey project and future projects. Most importantly, Agnico Eagle has the unique ability to monetize future additional mill capacity at the Canadian Malartic mine, given its extensive operations and strategic land position in the region.
Pan American's unparalleled track record in
Agnico Eagle and Pan American are subject to customary restrictions in connection with making a 'superior proposal' for Yamana. As a result, Agnico Eagle and Pan American are unable to make any further comment on the subject matter of this press release or engage in any communication that could influence the voting of securities of Yamana. Accordingly, we will not be hosting a conference call or investor meetings and cannot respond to media or other inquiries at this time. As soon as Agnico Eagle and Pan American are legally permitted to do so, they will actively engage with shareholders and other stakeholders to discuss the transaction.
Strategic Rationale for Pan American and Agnico Eagle
The acquisition of Yamana by Pan American and Agnico Eagle would create significant value and deliver multiple benefits to Pan American's and Agnico Eagle's shareholders:
Transforms Pan American into a major precious metals producer in
Consolidation of 100% ownership of the Canadian Malartic mine - Agnico Eagle currently holds a 50% joint venture interest in the Canadian Malartic mine, which it operates with Yamana through a joint management committee. Agnico Eagle has significant technical experience with the mine and is the best operator to unlock potential value for shareholders. In addition, Agnico Eagle is uniquely positioned to monetize future additional mill capacity at the Canadian Malartic mine, given its extensive operations and strategic land position in the region.
Operational and Administrative Synergies - The Binding Offer presents multiple opportunities for operational and administrative synergies, particularly between Pan American's and Yamana's corporate offices in
Strengthened platform for ongoing sustainable development - Pan American and Agnico Eagle are committed to continuing to deliver best-in-class ESG performance and will bring their approach and values to the portfolio of assets.
Low execution risk - The proposed transaction between Yamana, Pan American and Agnico Eagle would not require review and approvals under the Investment Canada Act. Moreover, only a simple majority of Pan American shareholders would be required to approve the Arrangement.
Key Benefits
The Binding Offer would offer the following key benefits:
Increased Value per Yamana Share
Aggregate consideration with a value of
Attractive Consideration
Consideration to Yamana shareholders comprised of (i)
Exposure to World Class Assets through Ownership in Pan American and Agnico Eagle
Pan American:
Exposure to Pan American's expertise and experience in operating mines in
Agnico Eagle:
Exposure to Agnico Eagle's world class portfolio of producing mines in
Transaction has low Execution Risk
Simple majority approval (i.e. 50%+1) for Pan American shareholder approval; no Agnico Eagle shareholder approval required; and no review of the proposed transaction under the Investment Canada Act.
In furtherance of its relationship with Pan American and as evidence of its belief in the opportunity for enhancement arising from the combination of Yamana and Pan American's Latin American portfolios, Agnico Eagle intends to purchase as a strategic investment, in the open market up to
Management Integration
Pan American will work cooperatively with Yamana to determine the integration of Yamana management into the management team of Pan American on or prior to the closing of the Arrangement. Pan American will establish a transitionary integration period in which the
Pan American and Agnico Eagle's Binding Offer
Under the Binding Offer, each Yamana Share would be exchanged for approximately
The Arrangement contemplated under the Binding Offer will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require the approval of 66 2/3% of the votes cast by the holders of Yamana's common shares present in person or represented by proxy at a special meeting to consider the Arrangement. The completion of the Arrangement will also require approval of a simple majority of Pan American shareholders at a special meeting.
The completion of the Arrangement will also be subject to regulatory approvals and closing conditions customary in transactions of this nature. The agreement governing the Arrangement (the 'Arrangement Agreement') will provide for customary deal-protection provisions, including mutual non-solicitation covenants and rights to match superior proposals. The Arrangement Agreement will include a reciprocal termination fee of
The Arrangement would close late in the first quarter of 2023.
At closing, existing Pan American and Yamana shareholders would own approximately 58% and 42% of Pan American, respectively. Similarly, at closing, existing Agnico Eagle and Yamana shareholders would own approximately 93% and 7% of Agnico Eagle, respectively.
None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the '
Gold
Pan American and Agnico Eagle have been advised by Yamana that it has provided notice of the Binding Offer to
Pan American currently does not own any Yamana Shares. Agnico Eagle currently owns 70,565 Yamana Shares, representing less than 1% of the issued and outstanding shares of Yamana.
At this time, there can be no assurance that the Binding Offer will lead to a termination of the Gold Fields Agreement and the execution of a definitive Arrangement Agreement with Pan American and Agnico Eagle.
Advisors and Counsel
About Pan American
Pan American owns and operates silver and gold mines located in
Learn more at www.panamericansilver.com.
About Agnico Eagle
Agnico Eagle is a senior Canadian gold mining company, producing precious metals from operations in
Learn more at www.agnicoeagle.com
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements and information in this news release constitute 'forward-looking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995 and 'forward-looking information' within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results 'could', 'may', 'should', 'will' or 'would' be taken, occur or achieved. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the benefits to Pan American's and Agnico Eagle's shareholders of an acquisition of Yamana by Pan American and Agnico Eagle; benefits to Yamana shareholders of an acquisition of Yamana by Pan American and Agnico Eagle; Pan American's expected production levels following the Arrangement; implementation and closing of the Arrangement; the ability of Pan American or Agnico Eagle to realize synergies as a result of the; approval of the Arrangement by Yamana shareholders; approval of the Arrangement by Pan American shareholders; regulatory approvals and closing conditions to the Arrangement; whether
The forward-looking statements and information contained in this news release reflect Pan American's and Agnico Eagle's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Pan American and Agnico Eagle, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.
Pan American and Agnico Eagle caution the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Pan American and Agnico Eagle have made assumptions and estimates based on or related to many of these factors. Such risks, uncertainties and other factors include, among others, the possibility that the Arrangement and transactions contemplated thereby will not be completed in the expected timeframe or at all; the failure to obtain shareholder and/or regulatory approvals in the expected timeframe or at all; pending or potential litigation associated with the Arrangement; the failure to realize the anticipated benefits of the Arrangement in the expected timeframe or at all; and general economic, business and political conditions. Additional risks, uncertainties and other factors are identified in Pan American's and Agnico Eagle's most recent form 40-F and Annual Information Forms, and in their respective subsequent quarterly report filings, which have been filed with the
Although Pan American and Agnico Eagle have attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Pan American's and Agnico Eagle's current views in respect of the Arrangement and related matters and may not be appropriate for other purposes. Pan American and Agnico Eagle do not intend, nor do they assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.
This news release does not constitute (and may not be construed to be) a solicitation or offer by Agnico Eagle, Pan American or any of their respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.
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