Yamana Gold Inc and Agnico Eagle Mines Ltd acquire Osisko Mining Corporation

Yamana Gold Inc. and Agnico Eagle Mines Limited completed their $3.9-billion acquisition of Osisko Mining Corporation pursuant to a plan of arrangement as an alternative transaction to the hostile offer to acquire Osisko made by Goldcorp Inc. in January 2014.

The consideration received by Osisko shareholders consisted of approximately $1 billion in cash, $2.3 billion in Yamana and Agnico Eagle shares, and shares of a new company, Osisko Gold Royalties Ltd., with an implied value of approximately $575 million. Osisko Gold Royalties received a 5 per cent net smelter return royalty on production from the Canadian Malartic Mine, a 2 per cent net smelter return royalty on production from other Canadian exploration properties acquired by Yamana and Agnico Eagle, $155 million cash and certain other assets. Osisko shareholders acquired approximately 14 per cent of Yamana and approximately 17 per cent of Agnico Eagle.

As a result of the transaction, each of Yamana and Agnico Eagle now own 50 per cent of Osisko and have formed a joint committee to operate the Canadian Malartic Mine in Quebec. Yamana and Agnico Eagle will also jointly explore and potentially develop the Kirkland Lake assets acquired from Osisko, and continue exploration at the Hammond Reef, Pandora, and Wood-Pandora properties.

Yamana was represented in house by Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary. Norton Rose Fulbright Canada LLP acted as lead counsel for Yamana Gold Inc. with a team led by Cathy Singer and including Robert Mason, Dawn Whittaker, Trevor Zeyl, Elizabeth Cai and Janet Wong (corporate finance and securities, M&A and mining and resources); Adrienne Oliver and Barry Segal (tax); Miguel Manzano and Ned Steinman (real property, mining and resources); Nicole Sigouin and Mary Kelly (lending); Kevin Ackhurst (competition), Julie Himo and Orestes Pasparakis (litigation)

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Yamana in the US with a team including Adam Givertz, Ted Maynard, Phil Heimowitz, Christian Kurtz and Scott Sontag.

Davies Ward Phillips & Vineberg LLP acted as lead counsel for Agnico Eagle, with support of in-house counsel Gregory Laing, with a team led by Patricia Olasker, Jennifer Longhurst, Alex Moore, Steven Harris, Robert Murphy, Adam Heller, Dino Massimi, Devon Comstock and Benjamin Howard (corporate securities and M&A); Scott Hyman (lending), Raj Juneja (tax), Michel Pelletier and Alain Roberge (mining and real estate), and Louis-Martin O'Neill (litigation) and Mark Katz (competition).

Bennett Jones LLP represented Osisko in the defence against Goldcorp and structuring and implementation of alternative transactions, including the transaction completed with Agnico Eagle and Yamana with support of in-house counsel André Le-Bel (Vice President, Legal Affairs and Corporate Secretary) and Eric Labbé (senior legal counsel and Assistant Corporate Secretary), with a team led by Sander Grieve, Linda Misetich and John Sabine (mining, M&A and securities) that included Jeffrey Kerbel, Abbas Ali Khan, Ali Naushahi, Kristopher Hanc, Russel Drew, Jamie Au, Tim Burns, Andrew Disipio and Ian Minz (mining, M&A and securities); Thomas Bauer and Philip Ward (tax); Robert Staley, Derek Bell and Michael Paris (litigation); Jane Helmstadter, Craig Garbe and Jacob Dubelaar (mining and real estate), and Randal Hughes and Adam Kalbfleisch (competition).

Stikeman Elliott LLP represented the Special Committee of Osisko with a team including Jay Kellerman, John Ciardullo, David Massé, John Richard Laffin and Frank Selke (M&A); and also represented Osisko on certain matters in Canada with a team including Louis Bélanger, Frédéric Paré, Patrick Desalliers, Danny Duy Vu, Rémi Leprévost and Matthew Angelus (litigation) and Daphne MacKenzie (banking and streaming).

Skadden, Arps, Slate, Meagher & Flom LLP represented Osisko in the US with a team including Christopher Morgan and Michael Acedo (corporate), Eric Sensenbrenner and Jared Binstock (tax).

Lawyer(s)

Raj Juneja Cathy Singer Kristopher R. Hanc John W. Sabine John J. Ciardullo Thomas A. Bauer Alain Roberge R. Gregory Laing David Massé Jeffrey Kerbel Mary E. Kelly Michael Paris Danny Duy Vu Mark C. Katz Jay C. Kellerman Jane C. Helmstadter Jennifer Longhurst Robert K. Mason Janet L. Wong Julie Himo Sofia Tsakos Patricia L. Olasker Sander Grieve Dawn P. Whittaker Patrick Desalliers C. Nicole Sigouin John Richard Laffin Derek J. Bell Adam Kalbfleisch Frédéric Paré Kevin D. Ackhurst Adrienne F. Oliver Louis-Martin O'Neill Linda E. Misetich Dann Randal T. Hughes Louis P. Bélanger Robert W. Staley Robert S. Murphy Orestes Pasparakis Daphne J. MacKenzie Steven M. Harris Russel W. Drew Miguel Manzano Ned A. Steinman Michel Pelletier Abbas Ali Khan Barry N. Segal

Firm(s)

Norton Rose Fulbright Canada LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Bennett Jones LLP Stikeman Elliott LLP Skadden, Arps, Slate, Meagher & Flom LLP Davies Ward Phillips & Vineberg LLP