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Gold Fields Ltd on Monday said it stood firmly behind its proposed offer that values Yamana Gold Inc at $6.7 billion, saying it won't make any changes.
This comes after Pan American Silver Corp and Agnico Eagle Ltd made an unsolicited joint offer for the Toronto-based Yamana on Friday.
Under the Gold Fields offer, 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 shareholders will own 61% of the combined group and Yamana shareholders the rest.
Under the new joint bid tabled on Friday, the consortium offered $1.0 billion in cash, plus about 153.5 million shares in Pan American, which is listed on Nasdaq, and some 36.1 million shares in Agnico Eagle, which is on the New York Stock Exchange.
This means that Yamana shareholders would receive $1.0406 in cash, plus 0.0376 of an Agnico share and 0.1598 of a Pan American share, for each share held.
Yamana shares closed at $4.89 in New York on Friday, up 20% on the day and giving the company a market capitalisation of $4.67 billion.
Gold Fields said on Monday its board had convened to consider the rival joint offer from Pan American and Agnico Eagle.
"Having considered this information in consultation with its financial and legal advisers, the board continues to believe that the Gold Fields transaction remains strategically and financially superior to the joint offer. Gold Fields believes in the highly complementary fit of Yamana's operating assets and its extensive pipeline of future growth projects will create significant near-term and long-term value for the shareholders of both Gold Fields and Yamana when added to Gold Fields' current portfolio of assets," the South African gold miner said.
Gold Fields said its board had unanimously determined that it will not change the terms of its proposed acquisition.
"In coming to this determination, the board has taken into account its commitment to capital discipline and considered the fairness of the transaction to both Gold Fields and Yamana shareholders over the long term," the group said.
"As previously advised, Gold Fields will continue to work towards completion of the transaction on its current terms for the benefit of the shareholders of both companies in accordance with the arrangement agreement," it added.
Yamana shareholders will vote on the proposed acquisition at a special general meeting on November 21. Gold Fields will hold its own special general meeting the following day, allowing its shareholders to have a say in the mooted takeover.
On Friday, Yamana said there can be no assurance that the new joint offer will lead to a termination of the Gold Fields agreement, and it has not changed its recommendation regarding the Gold Fields offer.
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