Ashurst advises on US$4.8 billion offer for Yamana Gold

Global law firm Ashurst is acting as UK and European legal counsel to Pan American Silver Corp (“Pan American”) in relation to a definitive binding offer with Agnico Eagle Limited (“Agnico Eagle”) to the board of directors of Yamana Gold Inc. (“Yamana”) pursuant to which Pan American would acquire all of the issued and outstanding common shares of Yamana (the “Yamana Shares”) and Yamana would sell certain subsidiaries and partnerships which hold Yamana’s interests in its Canadian assets to Agnico Eagle, including the Canadian Malartic mine. The transaction shall be implemented by way of a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).

The consideration consists of 153.5 million common shares in the capital of Pan American (“Pan American Shares”); US$1.0 billion in cash contributed by Agnico Eagle; and 36.1 million common shares in the capital of Agnico Eagle (“Agnico Eagle Shares”). Under the Binding Offer, each Yamana Share would be exchanged for approximately US$1.04 in cash, 0.1598 Pan American Shares and 0.0376 Agnico Eagle Shares, for an aggregate value of US$5.02 per Yamana Share based on the closing price of each Pan American Share and Agnico Eagle Share on November 3, 2022. The Binding Offer is not subject to any financing condition or additional due diligence.

The Arrangement would establish Pan American as a major precious metals producer in Latin America, with approximately 28.5 to 30.0 million ounces of annual silver production and approximately 1.1 to 1.2 million ounces of annual gold production, based on Pan American’s and Yamana’s 2022 guidance. The combined portfolio will consist of 12 operations concentrated in Latin America, a region where Pan American has over 28 years of proven expertise and experience operating mines. With the addition of four operating mines generating strong free cash flow, the Arrangement is expected to enhance Pan American’s overall financial position and improve its ability to internally fund its growth projects.

The Ashurst team is being led by corporate partners Nick Williamson and Karen Davies, assisted by associate Aaron Koh. Competition partners Steven Vaz and Esther Kelly are also advising.

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