(Adds analyst's comments, details on the breakdown of the
By Allison Martell and Euan Rocha
TORONTO, April 16 Canada's Osisko Mining Corp
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
and Agnico Eagle Mines Ltd as it battles to
thwart a hostile takeover bid from Goldcorp Inc, 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.
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.
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
(Reporting by Allison Martell and Euan Rocha; Editing by Peter