UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2014
Commission File Number 001-31880
Yamana Gold Inc.
(Translation of registrant's name into English)
Royal Bank Plaza, North Tower, 200 Bay Street, Suite 2200, Toronto, ON M5J 2J3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F |
o | Form 40-F | ý |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
This Form 6-K is incorporated by reference into the Registrant's Registration Statements on Form S-8 (File No. 333-159047, File No. 333-148048 and File No. 333-145300).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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YAMANA GOLD INC. | |||
Date: June 24, 2014 |
By: |
/s/ SOFIA TSAKOS |
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Exhibits Number |
Description of Exhibit | |
|---|---|---|
99.1 |
Business Acquisition Report, dated June 24, 2014 |
FORM 51-102F4
BUSINESS ACQUISITION REPORT
1. IDENTITY OF COMPANY
1.1 Name and Address of Company
Yamana
Gold Inc. ("Yamana")
200 Bay Street
Royal Bank Plaza, North Tower
Suite 2200
Toronto, ON
M5J 2J3
1.2 Executive Officer
Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary, of Yamana is knowledgeable about the significant acquisition and this business acquisition report and may be contacted at (416) 815-0220.
2. DETAILS OF ACQUISITION
2.1 Nature of Business Acquired
On June 16, 2014, Yamana and Agnico Eagle Mines Limited ("Agnico Eagle") completed their previously announced court-approved plan of arrangement (the "Arrangement") pursuant to which Yamana and Agnico Eagle jointly acquired 100% of the issued and outstanding common shares of Osisko Mining Corporation ("Osisko") through an acquisition corporation ("Acquisitionco") in which Yamana and Agnico Eagle each held a 50% interest. In connection with the Arrangement, substantially all of the assets relating to Osisko's Canadian Malartic mine were transferred to a general partnership in which Yamana and Agnico Eagle each own a 50% indirect interest. Yamana and Agnico Eagle have formed a joint committee to operate the Canadian Malartic mine. The partners will also jointly explore and potentially develop Osisko's Kirkland Lake assets and will continue the exploration at Osisko's Hammond Reef, Pandora, and Wood-Pandora properties. Certain assets of Osisko were transferred to New Osisko (as defined and detailed below) as part of the consideration to Osisko shareholders under the Arrangement.
Each outstanding common share of Osisko was exchangeable for:
2.2 Acquisition Date
June 16, 2014 ("Acquisition Date")
2.3 Consideration
Pursuant to the Arrangement, Acquisitionco acquired all 467,004,578 common shares of Osisko that were issued and outstanding on the Acquisition Date as at the effective time of the Arrangement (the "Effective Time"). To fund the Transaction Consideration payable under the Arrangement to holders of Osisko common shares as at the Effective Time (as well as to holders of certain securities convertible into an
aggregate of 12 million Osisko common shares following the Effective Time): (i) Yamana issued 126,797,301 common shares and paid C$502,059,784.01 to the depositary under the Arrangement (the "Depositary"); (ii) Agnico Eagle issued 34,794,892 common shares and paid C$502,059,784.01 to the Depositary; and (iii) New Osisko issued 47,900,457 common shares to the Depositary.
The common shares of Yamana issued in connection with the Arrangement were issued from treasury, and all cash payable by Yamana in connection with the Arrangement was funded from Yamana's credit facilities.
2.4 Effect on Financial Position
The effect of the acquisition on Yamana's financial position is described in Yamana's unaudited pro forma condensed consolidated financial statements which are included in this report and referred to in Item 3 below. As at the Effective Time, Osisko became a wholly-owned subsidiary of Acquisitionco. On June 17, 2014, Osisko and Acquisitionco completed a long form amalgamation.
Other than as described herein and in the management information circular of Osisko dated May 1, 2014 in respect of the Arrangement, Yamana does not currently have any plans or proposals for material changes in its business affairs or the affairs of the acquired business which may have a significant effect on the financial performance and financial position of the business, such as any proposal to liquidate the business, to sell, lease or exchange all or a substantial part of its assets, to amalgamate the business with any other business organization or to make any material changes to the acquired business or the business acquired such as changes in corporate structure, management or personnel.
2.5 Prior Valuations
Not applicable.
2.6 Parties to Transaction
The Arrangement was conducted pursuant to the terms of an arrangement agreement dated April 16, 2012 among Yamana, Agnico Eagle and Osisko. The Arrangement was not with an "informed person" (as such term is defined in Section 1.1 of National Instrument 51-102 — Continuous Disclosure Obligations), associate or affiliate of Yamana.
2.7 Date of Report
June 24, 2014.
3. FINANCIAL STATEMENTS
The financial statements of Yamana listed below form part of this Business Acquisition Report and are attached as Schedule "A":
Pursuant to Part 8 of National Instrument 51-102, the following financial statements of Osisko which have been filed on SEDAR at www.sedar.com are hereby incorporated by reference and form part of this Business Acquisition Report:
statements of income, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2014 and 2013, including the notes thereto.
| (signed) SOFIA TSAKOS |
June 24, 2014 |
|
| Sofia Tsakos Senior Vice President, General Counsel and Corporate Secretary |
Date |