Osisko Mining Corporation (Osisko, OSK: TSX, EWX: Deutsche Boerse), Yamana Gold Inc. (TSX:YRI; NYSE:AUY) (Yamana) and Agnico Eagle Mines Limited (NYSE:AEM, TSX:AEM) have entered into an agreement pursuant to which Yamana and Agnico Eagle will jointly acquire 100% of Osisko’s outstanding common shares for C$3.9 billion or C$8.15 per share. The total offer consists of approximately C$1.0 billion in cash, C$2.3 billion in Yamana and Agnico Eagle shares, and creation of a new company (New Osisko) with an implied value of approximately C$575 million.
Under the Agreement, Yamana and Agnico Eagle will acquire, by way of a Plan of Arrangement, all of the outstanding common shares of Osisko. On closing of the transaction, Yamana and Agnico Eagle will each own Osisko, and will form joint committees to operate the Canadian Malartic Mine in Quebec. Yamana and Agnico Eagle will also jointly explore and potentially develop certain exploration assets acquired from Osisko.
Pursuant to the Plan of Arrangement, certain assets of Osisko will be transferred to New Osisko, the shares of which will be distributed to Osisko shareholders as part of the consideration. New Osisko will receive a 5% net smelter return royalty on the Canadian Malartic mine acquired by Yamana and Agnico Eagle, a 2% NSR on the exploration properties acquired by Yamana and Agnico Eagle, C$155 million cash and certain other assets.
Following the completion of the transaction, Osisko shareholders will own approximately 14% of Yamana and approximately 17% of Agnico Eagle.
Norton Rose Fulbright Canada LLP acted as lead counsel for Yamana Gold Inc. with a team lead by Cathy Singer (Corporate finance and securities, M&A and Mining and resources) and including Robert Mason, Dawn Whittaker, Trevor Zeyl, Elizabeth Cai and Janet Wong (Corporate finance and securities, M&A and Mining and resources), Adrienne Oliver and Barry Segal (Tax), Miguel Manzano (Real Property, Mining and resources) Nicole Sigouin and Mary Kelly (Lending), Kevin Ackhurst (Competition).