The Market Likes the Deal--PAAS Is In Rally Mode! The Yamana board of directors (the "Yamana Board") had previously determined that the Pan American-Agnico Transaction constitutes a "Yamana Superior Proposal" as defined in the arrangement agreement dated May 31, 2022 between Gold Fields Limited ("Gold Fields") and Yamana (the "Gold Fields Agreement"). Yamana entered into the Pan American-Agnico Agreement following receipt of written notice that Gold Fields waived its right-to-match under the Gold Fields Agreement. Gold Fields, however, has not terminated the Gold Fields Agreement and Yamana is not yet legally permitted to do so.
The Yamana Board now unanimously recommends that Yamana shareholders vote against the arrangement between Yamana and Gold Fields (the "Gold Fields Transaction") at the Yamana shareholders' meeting scheduled for 10:00 am (Toronto time) on November 21, 2022 (the "Yamana Meeting").
The Pan American-Agnico Agreement will become effective only upon the earlier of: (i) the Gold Fields Transaction not being approved at the Yamana Meeting (the "Activation Date"); or (ii) Gold Fields electing to terminate the Gold Fields Agreement. Upon termination of the Gold Fields Agreement by Gold Fields in these circumstances, Yamana will be required to pay a termination fee of US$300 million to Gold Fields within two business days of such termination.