Yamana Gold Inc. (TSX:YRI; NYSE:AUY; LSE:AUY) (“Yamana” or the
“Company”) is pleased to announce that the Company has received
positive recommendations from both Institutional Shareholder
Services (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”) in
support of the previously announced arrangement involving the
acquisition by Pan American Silver Corp. (“Pan American”) of all of
the issued and outstanding common shares of the Company following
the sale by Yamana of its Canadian assets, including certain
subsidiaries and partnerships which hold Yamana’s interests in the
Canadian Malartic mine, to Agnico Eagle Mines Limited (“Agnico
Eagle”), all by way of a plan of arrangement under the Canada
Business Corporations Act (the “Proposed Transaction”).
ISS and Glass Lewis are leading independent,
third-party proxy advisory firms which provide proxy voting
recommendations to pension funds, investment managers, mutual
funds, and other institutional shareholders.
In making their recommendation, ISS
commented:
“There appears to be sound strategic rationale
for the transaction with the cash portion of the consideration
providing certain and immediate value, as well as an opportunity to
participate in the potential upside of an entity with expertise and
a large growth pipeline in Latin American mining jurisdictions on
one hand, and an entity comprising a portfolio of producing mines
in more developed jurisdictions on the other…There should be ample
opportunity for cost synergies, knowledge sharing, and pooling of
talent at each of [Pan American] and [Agnico Eagle], and [Yamana]
shareholders will have some added optionality to select between the
prospective growth pipelines and cash flow profiles of each entity
through the share-based portion of the transaction
consideration.”
Glass Lewis commented:
“Yamana investors are poised to receive, among
other things, significant exposure to what we consider to be two
highly credible operators with more tailored regional bona fides,
compatible assets and a more credible ability to fully realize the
potential of Yamana's blended portfolio. We further consider the
associated terms appear to reflect a reasonable value for Yamana
investors, and would further note post announcement trading trends
and fixed exchange ratios have further increased that value roughly
16.4% on a per share basis.”
A fulsome explanation of the underlying matters
considered in making their recommendations is contained in the
respective reports.
Special Meeting of
Shareholders
Yamana would like to remind shareholders of the
upcoming special meeting of shareholders (the "Yamana Meeting")
scheduled to take place on January 31, 2023 to seek approval for
the Proposed Transaction. For additional details please review the
Company’s management information circular and other meeting
materials which have been publicly filed and which are available
under Yamana’s issuer profile on www.sedar.com and are also
available on the Company’s website at www.yamana.com.
The board of directors of Yamana unanimously
recommends that Yamana shareholders vote IN FAVOUR of the Proposed
Transaction.
Shareholders of record on December 14, 2022 will
be eligible to vote at the Yamana Meeting. The Yamana Meeting will
be held at 1:00 p.m. (Toronto time) on January 31, 2023 at the
Design Exchange Toronto-Dominion Centre, 234 Bay Street, Toronto,
Ontario and online at:
Website:
https://web.lumiagm.com/497366151Password:
yamana2023 (case sensitive)
A special meeting of the shareholders of Pan
American to consider the arrangement is scheduled to be held
concurrently on January 31, 2023.
Shareholder Questions and Voting
Assistance
If you have questions about Yamana Meeting
matters, the voting instructions or require assistance completing
your proxy form, please contact the Company’s strategic advisor and
proxy solicitation agent, Laurel Hill, toll-free in North America
at 1-877-452-7184, outside North America at 1-416-304-0211, or by
email at assistance@laurelhill.com.
About Yamana
Yamana Gold Inc. is a Canadian-based precious
metals producer with significant gold and silver production,
development stage properties, exploration properties, and land
positions throughout the Americas, including Canada, Brazil, Chile
and Argentina. Yamana plans to continue to build on this base
through expansion and optimization initiatives at existing
operating mines, development of new mines, the advancement of its
exploration properties and, at times, by targeting other
consolidation opportunities with a primary focus in the
Americas.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Investor Relations
416-815-02201-888-809-0925Email: investor@yamana.com
FTI Consulting (UK Public Relations)Sara Powell
/ Ben Brewerton+44 7974 201 715223 / +44 203 727 1000
This news release contains or incorporates by
reference “forward-looking statements” and “forward-looking
information” under applicable Canadian securities legislation and
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking information
includes, but is not limited to information with respect to the
Yamana Meeting and the Pan American meeting. Forward-looking
statements are characterized by words such as “plan", “expect”,
“budget”, “target”, “project”, “intend”, “believe”, “anticipate”,
“estimate” and other similar words, or statements that certain
events or conditions “may” or “will” occur. Forward-looking
statements are based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made, and are inherently subject to a variety of risks and
uncertainties and other known and unknown factors that could cause
actual events or results to differ materially from those projected
in the forward-looking statements. These factors include
transaction risks, risks relating to the completion of the Proposed
Transaction, including receipt of all necessary regulatory, court
and securityholder approvals in connection with the Proposed
Transaction, as well as those risk factors discussed or referred to
herein, in the management information circular issued by Yamana in
respect of the Yamana Meeting and in the Company's Annual
Information Form filed with the securities regulatory authorities
in all provinces of Canada and available at www.sedar.com, and the
Company’s Annual Report on Form 40-F filed with the United States
Securities and Exchange Commission. Although the Company has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. The Company undertakes no
obligation to update forward-looking statements if circumstances or
management’s estimates, assumptions or opinions should change,
except as required by applicable law. The reader is cautioned not
to place undue reliance on forward-looking statements.
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