JSE- and NYSE-listed Gold Fields and Americas-focused gold producer Yamana Gold have entered into a definitive agreement under which Gold Fields will acquire all of the outstanding common shares of Yamana Gold pursuant to a plan of arrangement.
The transaction implies a valuation for Yamana of $6.7-billion.
Upon closing of the transaction, it is anticipated that Gold Fields shareholders and Yamana shareholders will own about 61% and 39% of the combined group, respectively.
The acquisition of Yamana by Gold Fields is expected to significantly strengthens the ability of the combined company to deliver on Gold Fields’ three strategic pillars – maximising asset potential; advancing environmental, social and governance (ESG) commitment; and growing the value and quality of its asset portfolio.
The combined group is said to have the potential to create considerable long-term value for shareholders through greater scale, an industry-leading portfolio of assets, an enhanced production profile with significant growth potential, operational and geological synergies, and a strengthened financial profile for future growth and shareholder returns.
Gold Fields CEO Chris Griffith told Mining Weekly the transaction was entirely aligned with part of Gold Field’s strategy towards growing the value and the quality of the company’s portfolio of assets.
He explained that, once the company finishes the construction of the Salares Norte project, in Chile, it will not have any new developments or exploration projects in the pipeline, and once it reaches a peak production of 2.8-million ounces of gold when Salares Norte comes on stream, its production profile would begin dropping off.
Therefore, Gold Fields has been evaluating many different companies and individual projects, and Yamana was identified as being the most suitable acquisition target owing to its portfolio of assets holding the potential to grow the quality and the value of Gold Fields’ portfolio of assets, Griffith notes.
Moreover, he says Gold Fields also wants to bulk up its South American operations, as it only has a single asset in Peru and a single asset in Chile, which is not an efficient approach towards the region.
Moreover, the company has also been keen to enter Canada for some time, and Yamana provides that access.
The combined company would have 14 operating assets, a production pathway to four-million ounces a year, a market capitalisation of $15.9-billion and gold-equivalent reserves of 81-million ounces.
Griffith said the company would continue to take a disciplined growth approach towards projects and investigate these and their potential carefully.
Following completion of the transaction, Gold Fields will remain headquartered in Johannesburg, and listed on the JSE with secondary listing on NYSE, Griffith informed.
Yamana shares will be delisted from the TSX, the NYSE and the LSE.
The combined company would undertake a regionalised model approach to running the business and operations across different regions.
Griffith outlined that, as the company is tax domiciled, growth will provide tax benefits to the South African government and Johannesburg will remain the hub of the business.
Griffith said shareholders of both Gold Fields and Yamana would vote on the proposed transaction during the third quarter, while the transaction is likely to be finalised in the fourth quarter.
Following completion of the transaction, Griffith said the combined company would become the fourth-largest gold miner by gold production.
He emphasised that this was not the main objective of the transaction, rather, it was to create value, take the company down the cost curve, increase cash flows, improve its jurisdictional attractiveness and create a pipeline of assets.
Griffith acclaimed that the transaction is aimed at long-term value creation, is complementary to the business, and in Gold Fields’ view, will create substantial shareholder value.
Gold Fields’ board believes that offering the Gold...