Gold Fields to acquire Osisko Mining for C$4.90 per share in cash

Osisko Mining (OBNNF) entered into a definitive arrangement agreement dated August 12, 2024 pursuant to which Gold Fields (GFI), through a 100% owned Canadian subsidiary, has agreed to acquire all of the issued and outstanding common shares of Osisko at a price of C$4.90 per Share in an all-cash transaction valued at approximately C$2.16 billion on a fully diluted basis. The Transaction will be completed by way of a statutory plan of arrangement under the Business Corporations Act. The Consideration represents an approximate 55% premium to the 20-day volume weighted average trading price per Share on the Toronto Stock Exchange for the period ending August 9, 2024, being the last trading day prior to the announcement of the Transaction. The board of directors of Osisko, having received a unanimous recommendation from a special committee comprised solely of independent directors of Osisko and after receiving outside legal and financial advice, has unanimously determined that the Transaction is in the best interests of Osisko and is fair to the shareholders of Osisko and unanimously recommends that Shareholders vote in favour of the Transaction. In making their respective determinations, the Board considered, among other factors, the oral fairness opinions of Maxit Capital and Canaccord Genuity, and the Special Committee considered, among other factors, the oral fairness opinion of Fort Capital Partners. Each of the fairness opinions concluded that, as of August 10, 2024, subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by the Shareholders pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. The Transaction will be implemented by way of a statutory plan of arrangement under Section 182 of the Business Corporations Act. Completion of the Transaction is subject to customary conditions, including, among others, court approval, regulatory approvals, the approval of at least two-thirds of the votes cast by the Shareholders present in person or represented by proxy at the Meeting and a simple majority of the votes cast by Shareholders on a resolution approving the Arrangement, excluding for this purpose the votes attached to the Shares held by persons required to be excluded for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In connection with the Transaction, each of the directors and executive officers of Osisko have entered into a voting support agreement with the Purchaser and Gold Fields Limited, pursuant to which they have agreed, among other things, to vote all of their Shares in favour of the Transaction. The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of Osisko and “fiduciary out” provisions in favour of Osisko. In addition, the Arrangement Agreement provides for a termination fee of C$108 million payable by Osisko if it accepts a superior proposal and in certain other specified circumstances. Each of Osisko and the Purchaser have made customary representations and warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of Osisko’s business prior to the closing of the Transaction. Pursuant to the terms of the Arrangement Agreement, each outstanding option to purchase common shares in the capital of Osisko immediately prior to the effective time of the Arrangement shall be, and shall be deemed to be, unconditionally vested and exercisable and shall be deemed to be assigned and transferred by such holder to Osisko in exchange for a cash payment from Osisko equal to the Company Option in-the-money amount. Each such Company Option shall immediately be cancelled, and the holder shall cease to be a holder of such Company Option. Each deferred share unit and restricted share unit of Osisko granted under Osisko’s equity incentive plans outstanding immediately prior to the effective time of the Arrangement Agreement shall be deemed to be settled by Osisko in exchange for a cash payment from Osisko pursuant to the terms of the Arrangement Agreement. The C$154 million of 4.75% convertible senior unsecured debenture due December 1, 2025 will either be converted by the holder thereof for Shares in advance of the closing of the Transaction, or will be repaid in accordance with its terms. The common share purchase warrants of the Company issued on February 28, 2023, with an exercise price of C$4.00 per Share, are scheduled to expire on August 28, 2024. Any Shares issuable upon the exercise of such Warrants will be entitled to receive the Consideration of C$4.90 per Share pursuant to the Transaction. Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in Q4 2024. Upon closing of the Transaction, it is expected that the Shares will be delisted from the TSX and that Osisko will cease to be a reporting issuer under applicable Canadian securities laws.