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Yamana Gold Inc said on Friday it had received an "unsolicited" offer from Pan American Silver Corp and Agnico Eagle Ltd.
The new takeover bid constituted a "Yamana Superior Proposal", the Toronto-based company said.
However, Gold Fields said on Friday it "strongly" believed that its offer for Yamana was "demonstrably superior" to the joint offer from Pan American and Agnico, insisting that it will continue to work towards completion of the proposed takeover.
Yamana shareholders will receive 0.6 of a new Gold Fields share for each Yamana share held, implying a valuation of $6.7 billion or R 103.8 billion. If the deal succeeds, Gold Fields will own 61% of the combined group and Yamana will hold the rest.
In Johannesburg, Gold Fields shares surged 14% to R 158.00 each on Friday. Yamana jumped 9.6% at 422.00 pence in London.
Under the new joint bid, Pan American would acquire all shares of Yamana for $1.0 billion in cash. In addition, Pan American would issue about 153.5 million shares and Agnico Eagle some 36.1 million shares.
This means that Yamana shareholders would receive $1.0406 in cash, 0.0376 of an Agnico share and 0.1598 of a Pan American share for each share held.
Nasdaq-listed Pan American and Agnico Eagle, which is quoted on the New York Stock Exchange, said in a joint statement that their offer was not subject to any financing condition or additional due diligence.
Gold Fields said: "The complementary nature of Yamana's assets to the Gold Fields portfolio will create significantly greater near term and long term value for the shareholders of Gold Fields and Yamana than the joint offer."
"It is clear that the Gold Fields offer remains strategically and financially superior to the joint offer with higher quality assets, lower operational and execution risk and higher sustained returns, given Gold Fields enjoys the free cash flow, balance sheet profile and technical capabilities to unlock the full potential of Yamana's assets," it said.
In a statement on Friday, Yamana said its board had determined in good faith, after consultation with its outside financial and legal advisors, that the new offer constituted a "Yamana Superior Proposal".
The company said it had notified Gold Fields of the new offer and that the five business day had commenced, during which Gold Fields had the right, but not the obligation, to match the joint offer.
Yamana said there can be no assurance that the new offer will lead to a termination of the Gold Fields agreement, and has not changed its recommendation regarding the Gold Fields offer.
Yamana shareholders will vote at its special general meeting on November 21 for the proposed acquisition. Gold Fields will hold its own special general meeting the following day, allowing its shareholders to have a say in the mooted takeover.
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