Osisko Mining (
TSX:OSK,
Stock Forum) has thumbed its nose at
Goldcorp Inc. (
TSX: T.G,
Stock Forum) after agreeing to be acquired in a friendly deal by
Yamana Gold Inc. (
TSX: T.YRI,
Stock Forum) and
Agnico-Eagle Mines Ltd. (
TSX: T.AEM,
Stock Forum).
But it is clear that Osisko is leaving the door wide open for Goldcorp., and any other parties who are willing to top the friendly $3.9 billion ($8.15 per share) offer from Agnico-Eagle and Yamana.
In the event of a superior proposal, Yamana and Agnico-Eagle have a 5-business day right to match the offer.
Should the Osisko board change its recommendation or terminate the agreement, Osisko has agreed to pay a termination fee of $195 million to Yamana and Agnico-Eagle, money that will be shared equally by both companies.
In other circumstances where the transaction is not competed, Osisko has agreed to reimburse Yamana and Agnico-Eagle. They will each receive $10 million.
The new offer from Yamana and Agnico-Eagle represents an 11% premium to the implied value of a hostile takeover bid from Goldcorp, worth $2.6 billion, as well as a 10% premium on Osisko’s closing price on April 15, 2014, the last day of stock trading before the latest offer was announced.
The transaction is subject to the approval of Osisko shareholders by a two thirds vote at a meeting to be held in May, allowing the transaction to close in early June.
If it goes ahead, Yamana and Agnico-Eagle will each own 50% of Osisko and will form a joint committee to operated the company’s flagship Canadian Malartic mine in Quebec.
As investors awaited further developments, Osisko was off 0.76% to $8 Thursday, leaving a market cap of $3.5 billion, based on 439.8 million shares outstanding. The 52-week range is $7.96 and $2.98.