Yamana said on Tuesday that the board had changed its previous recommendation and recommended shareholders vote against“The board has unanimously determined in good faith, after consultation with its outside financial and legal advisers, and upon the unanimous recommendation of the special committee of independent directors of the board, that the Agnico-Pan American transaction is a 'Yamana Superior Proposal' in accordance with the terms of [the] Gold Fields arrangement agreement,” it...
Yamana said the Agnico-Pan American arrangement agreement would become effective upon the Gold Fields arrangement agreement not being approved by shareholders, unless Gold Fields elected to terminate its arrangement agreement before then.Gold Fields, which operates South Deep in Westonaria and the Salares Norte project in Chile, offered to buy Yamana at the end of May in an all-in share offer valued at $6.7bn .
However on Friday Yamana announced that Pan American and Agnico Eagle had tabled a rival cash-and-stock deal valued at $5.02 a share. Yamana gave Gold Fields five working days to match it and on Monday the latter elected not to, saying it had unanimously decided not to change the terms of the transaction.
“In coming to this determination, the board has taken into account its commitment to capital discipline and considered the fairness of the transaction to Gold Fields and Yamana shareholders over the long term,” Gold Fields said.
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