Yamana hits pay-dirt with Malartic deal
2015 CGCA: DEAL-MAKING
Yamana Gold’s $3.9-billion acquisition of Osisko Mining Corp. wasn’t straightforward, but “it had all the elements lawyers love” says Sofia Tsakos, senior vice-president, general counsel and corporate secretary of Yamana Gold, recipient of the 2015 CGCA for Deal Making.
They move at a pace that I would never have anticipated 15 years ago. As general counsel, you can’t ask for things to slow down. The business is moving and you need to move with it. — Sofia Tsakos, senior vice-president, general counsel and corporate secretary of Yamana Gold
Sofia Tsakos Yamana Gold
Takeover bids can have more twists and turns than a Grand Prix racetrack. That was certainly the case when Yamana Gold Inc. joined forces with Agnico Eagle Mines Ltd. to acquire Osisko Mining Corp.
“It had all the elements that lawyers love to see in a transaction,” says Sofia Tsakos, senior vice-president, general counsel and corporate secretary of Yamana Gold, recipient of the 2015 CGCA for Deal-Making. She was also a finalist for 2015 General Counsel of the Year.
The Osisko deal started with a $2.6-billion hostile bid launched by Goldcorp Inc. on Jan. 13, 2014. Osisko quickly rejected the offer, then fought for time to find an alternative.
Enter Yamana Gold, which did not yet have mining operations in Canada. Osisko’s Malartic mine in Quebec was a coveted asset. “We thought this was a perfect deal for our company,” Tsakos says. “They had management in place and it was a great way to enter the country.”
Yamana Gold announced a unique deal on April 2. Yamana would buy a 50 per cent interest in Osisko’s mining and exploration operations using a blend of shares and cash. The deal would be backed by Canada Pension Plan Investment Board in the form of an increase to Yamana’s credit facility, and a streaming deal involving Caisse de dépôt et placement du Québec. The deal valued Osisko at about $3.4 billion.
A week later, Goldcorp upped its bid to $3.6 billion. In response, Yamana and Agnico joined forces and bid $3.9 billion for the win.
“We negotiated and announced two deals in two months,” Tsakos says. “It was very exciting, difficult and timeconsuming.”
Deal speed is one of the most significant changes Tsakos has seen in her career. “They move at a pace that I would never have anticipated 15 years ago,” she says. “As general counsel, you can’t ask for things to slow down. The business is moving, and you need to move with it.”
That has a downside, she says. “Lawyers have less and less time to think through the problems. We don’t have the luxury of time, but we are expected to have the quality of work maintained.”