Osisko Mining Corporation ("Osisko") (TSX:OSK; Deutsche Boerse: EWX) and Yamana Gold Inc. (“Yamana”) (TSX:YRI; NYSE:AUY) are pleased to announce the
Osisko Mining Corporation ("Osisko") (TSX:OSK; Deutsche Boerse: EWX) and Yamana Gold Inc. (“Yamana”) (TSX:YRI; NYSE:AUY) are pleased to announce they have entered into an agreement (“the Agreement”) pursuant to which Yamana will acquire a 50% interest in Osisko's mining and exploration assets for C$441.5 million in cash and 95.7 million common shares of Yamana having an aggregate value of C$929.6 million (the "Yamana Consideration"). Upon implementation of the Agreement, each outstanding Common share of Osisko will be exchanged for (i) C$2.194 in cash, (ii) 0.2119 of a Yamana common share, and (iii) a new common share of Osisko.
The value of the interest in the Yamana share is C$2.06 (based on the closing price of the Yamana shares on the Toronto Stock Exchange as of April 1st, 2014), and the ascribed value of the new common share of Osisko is C$3.351, for an aggregate of cash and the implied share value equal to C$7.60¹ for each currently outstanding Common share of Osisko.
Under the Agreement, Yamana will become an equal partner in all of Osisko’s mining and exploration assets. Osisko will continue to operate the Canadian Malartic Mine and all other projects under the guidance of a joint operating committee, and will also maintain its head office in Montreal. Osisko and Yamana will be hosting a joint conference call today at 10:00 am EDT to discuss the transaction and the new partnership (details for the call provided below).
The Agreement will be effected by way of a statutory plan of arrangement (the “Arrangement”, as described below). Osisko shareholders will receive, in exchange for their common shares a combination of cash, Yamana common shares, and new common share of Osisko, which collectively have an aggregate implied value of C$7.60 for each outstanding Osisko Common share¹.
Under the terms of the Arrangement, Osisko will transfer all of its rights, titles and interests in its mining assets, including the Canadian Malartic Mine and its advanced and greenfield exploration properties to one or more general partnerships (the “General Partnerships”). Yamana will then acquire a 50% interest in the units of each of the General Partnerships in exchange for the Yamana Consideration.
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