Yamana Gold and Agnico Eagle Announce Cdn$3.9 Billion Friendly Acquisition of Osisko Mining

Paul, Weiss client Yamana Gold Inc. announced that Yamana and Agnico Eagle Mines Limited had entered into an agreement with Osisko Mining Corporation pursuant to which Yamana and Agnico Eagle will jointly acquire 100 percent of the outstanding common shares of Osisko for Cdn$3.9 billion in cash and shares. As part of the transaction, Osisko will spin off shares of a new company, New Osisko, to its existing shareholders. New Osisko's assets will consist of Cdn$155 million in cash, a 5 percent net smelter royalty on Osisko's Canadian Malartic mine, a 2 percent NSR on Osisko's Kirkland Lake assets and certain of Osisko's exploration assets and investments. Under the terms of the agreement, each Osisko common share will be exchanged for Cdn$2.09 in cash, 0.26471 of a Yamana common share, 0.07264 of an Agnico Eagle common share and one New Osisko common share having a combined value of Cdn$8.15, which represents a premium of approximately 11 percent to Goldcorp's most recent unsolicited offer.

Yamana is a TSX- and NYSE-listed Canadian-based gold producer with significant gold production, gold development stage properties, exploration properties and land positions throughout the Americas including Brazil, Argentina, Chile and Mexico. Agnico Eagle is listed on the NYSE and TSX and has seven mines located in Canada, Finland and Mexico and exploration and development projects there and in the United States. Osisko, which has been the subject of an unsolicited offer from Goldcorp Inc. since January, is listed on the TSX and operates the Canadian Malartic Gold Mine in Malartic, Quebec and is pursuing exploration on a number of properties, notably in Quebec, Ontario and Mexico.

The Paul, Weiss team included corporate partners Adam Givertz and Ted Maynard, counsel Philip Heimowitz; and tax partner Scott Sontag.