Yamana, Agnico reach C$3.9 billion deal with Osisko to thwart Goldcorp takeover bid

TORONTO Wed Apr 16, 2014 12:14pm EDT

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TORONTO (Reuters) - Canada's Osisko Mining Corp OSK.TO said on Wednesday it has reached a C$3.9 billion ($3.6 billion) deal to sell most of its assets to Yamana Gold Inc (YRI.TO) and Agnico Eagle Mines Ltd (AEM.TO) as it battles to thwart a hostile takeover bid from Goldcorp Inc (G.TO), one of the world's biggest gold miners.

Osisko said the implied value of the new deal is C$8.15 a share, an 11 percent premium to the implied value of a sweetened offer that was announced by Goldcorp last week.

The new white knight deal replaces a more complex earlier proposal that involved a 50 percent sale of Osisko's assets to Yamana, along with a cash infusion from two Canadian pension funds - Canada Pension Plan Investment Board (CPPIB) and Caisse de depot et placement du Quebec.

"In our opinion the complexity of this new offer is far less than that of the previously announced Yamana partnership, and we believe this new bid will be well regarded by shareholders," Desjardins analyst Michael Parkin said in a note to clients.

Canadian gold miners Yamana and Agnico Eagle are jostling with Vancouver-based Goldcorp to win control of Osisko's flagship asset: the Canadian Malartic gold mine in the province of Quebec. The mine is attractive as it is a huge, low-cost asset located in a stable political jurisdiction.

Under the revised Yamana-Agnico deal, Osisko shareholders would receive cash, shares of Yamana and Agnico Eagle, and shares of a new Osisko entity.

The new Osisko spinout would get royalties, cash and some exploration assets in Mexico. Osisko said the total value of the deal is C$3.9 billion, or C$8.15 a share.

"I feel that this is the best outcome that we could possibly come to," Osisko Chief Executive Sean Roosen said on a conference call on Wednesday, adding that the deal will create and continue to build value for shareholders.

For each share they own, Osisko investors would receive C$2.09 in cash, 0.26471 of a Yamana common share, 0.07264 of an Agnico Eagle common share, and one share of the new Osisko, which the companies estimated would be worth C$1.20.

"We think that this bid would offer Osisko shareholders sufficient enticement to tender their shares," Parkin said.

He said the bid offers a significant premium and gives Osisko shareholders an option to retain an interest in the upside offered by the Canadian Malartic mine.

PROXY BATTLE

The news of the Yamana-Agnico deal came just minutes after Goldcorp upped the ante in its battle to buy Osisko by saying it is launching a proxy battle to replace Osisko's board with its own directors and officers at Osisko's annual meeting on May 20.

Goldcorp said it plans to nominate 11 candidates, including its chief executive, for election to Osisko's 11-member board. All but one of the nominees are Goldcorp directors or officers.

The other nominee, Clement Pelletier, has been nominated to join Goldcorp's board at Goldcorp's upcoming annual meeting. Goldcorp said it will vote all of the shares it acquires under its offer in favor of its nominees.

Goldcorp shares rose 1 percent to C$26.25 on Wednesday morning on the Toronto Stock Exchange, while those of Osisko rose nearly 6 percent to C$7.86. Shares in Yamana fell 3.1 percent to C$8.88, while Agnico's slid 6.3 percent to C$31.35.

NEW DEAL

Osisko said its board of directors has unanimously determined that the new Yamana-Agnico deal is in the best interests of Osisko and its shareholders. The board recommends Osisko's shareholders vote in favor of the agreement.

Directors and senior officers of Osisko, who control about 4.5 percent of Osisko's shares, have entered into agreements with Yamana and Agnico Eagle, and will vote their shares in favor of the proposed transaction, Osisko said.

The deal would give Latin America-focused Yamana its first major asset in Canada and make the Toronto-based miner an equal partner in the Osisko properties, along with Agnico.

For Agnico, the deal is a great strategic fit, as the miner has extensive operations in Quebec. The deal also improves Agnico's production and cost profile.

Agnico said the deal is a strategic fit and is in line with the size of some of its previous acquisitions. It noted the proposal has no permitting, construction or startup risks.

The deal is subject to the approval of two-thirds of Osisko shareholders at a meeting to be held in May. Approval by Yamana and Agnico Eagle shareholders is not required.

The transaction is expected to close by early June 2014 following receipt of all shareholder and court, regulatory and exchange approvals.

($1=$1.10 Canadian)

(Reporting by Allison Martell and Euan Rocha; Editing by Peter Galloway)

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