GOLD Fields has brought five months of feverish corporate action to a disappointing close, terminating its proposed takeover of Yamana Gold.
This came after the Canadians today changed their deal recommendation by instructing shareholders to vote against Gold Fields’ offer at a November 21 meeting.
In terms of a transaction agreement, a $300m in a break-fee is now payable to Gold Fields, the company said.
“Gold Fields is disappointed by this outcome and continues to believe that the transaction was a financially and strategically superior offer for shareholders of both Gold Fields and Yamana,” it said in a statement to the JSE.
It added that pulling the offer was “the most disciplined and prudent course of action to maximise Gold Fields shareholder value”.
The exit of Gold Fields clears the way for the joint $4.8bn share and cash offer tabled by North American miners Agnico-Eagle and Pan American Silver which emerged on November 4. The joint offer pitched $1bn in cash and 153.5 million Pan American shares and 36.1 million Agnico shares.
Yamana shareholders would therefore receive $1.0406 in cash, 0.0376 of an Agnico Share and 0.1598 of a Pan American Share for each share held. This compared to Gold Fields’ bid of 0.64 Gold Fields share for each Yamana share held, pricing it at $4.7bn.
This was only slightly below the joint offer and largely par once the break-fee was included, but Agnico and Pan American also have the greater synergy with Yamana’s Canadian and South American assets while shareholders may also have been more comfortable holding the stock of the joint bidders rather than Gold Fields’ ADRs.