お知らせ • Oct 26
Gold Fields Windfall Holdings Inc completed the acquisition of Osisko Mining Inc. (TSX:OSK) from Elysee Development Corp. (TSXV:ELC), BlackRock, Inc. (NYSE:BLK) and others.
Gold Fields Windfall Holdings Inc submits a non-binding letter of intent to acquire Osisko Mining Inc. (TSX:OSK) from Elysee Development Corp. (TSXV:ELC), BlackRock, Inc. (NYSE:BLK) and others on August 3, 2024. Gold Fields Windfall Holdings Inc entered into a definitive arrangement agreement to acquire Osisko Mining Inc. (TSX:OSK) from Elysee Development Corp. (TSXV:ELC), BlackRock, Inc. (NYSE:BLK) and others for CAD 1.9 billion on August 12, 2024. Gold Fields Limited, through a 100% owned Canadian subsidiary (the "Purchaser" or "Gold Fields"), has agreed to acquire all of the issued and outstanding common shares of Osisko (the "Shares") at a price of CAD 4.90 per Share (the "Consideration"). The offer price implies a fully diluted equity value for Osisko Mining of approximately CAD 2.16 billion and enterprise value of CAD 1.48 billion. The Consideration represents an approximate 55% premium to the 20-day volume weighted average trading price per Share on the Toronto Stock Exchange ("TSX") for the period ending August 9, 2024, being the last trading day prior to the announcement of the Transaction. Once completed, the transaction will consolidate Gold Fields’ 50% partnership stake into full ownership and control of the Windfall Project and its entire exploration district and will eliminate our existing obligations of a CAD 300 million deferred cash payment and CAD 75 million exploration obligation, which were part of the May 2023 Windfall JV transaction with Osisko Mining. The transaction will be financed through Gold Fields cash reserves, existing debt facilities, and a new approximately CAD 690 million committed bank facility. In addition, the Arrangement Agreement provides for a termination fee of CAD 108 million payable by Osisko if it accepts a superior proposal and in certain other specified circumstances. 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.
Completion of the Transaction is subject to customary conditions, including, among others, the final order from the Court, 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. The board of directors of Osisko (the "Board"), having received a unanimous recommendation from a special committee comprised solely of independent directors of Osisko (the "Special Committee") 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 (the "Shareholders") and unanimously recommends that Shareholders vote in favour of the Transaction. The transaction has been approved by the board of directors of Gold Fields. 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. As of September 3, 2024, Osisko Mining has obtained an interim order rom the Ontario Superior Court of Justice. The hearing date for the application for the Final Order of the Court is scheduled for October 22, 2024. The Arrangement is anticipated to become effective on or about October 25, 2024. As of October 17, 2024, the transaction has been approved by Osisko Mining Inc. shareholders. As of October 22, 2024, the deal was approved by the Ontario Superior Court.
Maxit Capital and Robert Carmosino, Tom Jakubowski, Jamie Nagy and Matthew Reimer of Canaccord Genuity are acting as financial advisors to Osisko. Sander Grieve, K.C., Robert W. Staley and Andrew Disipio of Bennett Jones LLP are acting as legal advisors to Osisko. Fort Capital is acting as financial advisor to the Special Committee. Cassels Brock & Blackwell LLP is acting as legal advisor to the Special Committee. Maxit Capital LP, Canaccord Genuity Corp. and Fort Capital Partners acted as fairness opinion providers to special committee in the transaction. RBC Capital Markets acted as financial advisor and Roger Taplin of McCarthy Tétrault LLP acted as legal advisor to Gold Fields. TSX Trust Company acted as Depositary Bank, Transfer Agent and Registrar to Osisko Mining. Laurel Hill Advisory acted as information agent to Osisko and will receive a fee of CAD 160,000 for its services.
Gold Fields Windfall Holdings Inc completed the acquisition of Osisko Mining Inc. (TSX:OSK) from Elysee Development Corp. (TSXV:ELC), BlackRock, Inc. (NYSE:BLK) and others on October 25, 2024.