Gold Fields Limited has announced a definitive arrangement agreement to acquire Osisko Mining Inc. for C$2.16 billion, representing a significant premium for Osisko shareholders.

On August 12, 2024, Osisko Mining Inc. (TSX: OSK) revealed that it has entered into an agreement with Gold Fields Limited, through a fully owned Canadian subsidiary, for an all-cash acquisition valued at C$2.16 billion. The transaction involves purchasing all outstanding common shares of Osisko at a price of C$4.90 per share, which is approximately 55% higher than the 20-day volume-weighted average trading price on the Toronto Stock Exchange (TSX) as of August 9, 2024.

Benefits for Osisko Shareholders

The proposed deal offers Osisko shareholders an immediate premium and is not contingent upon financing, thereby eliminating potential risks related to commodity prices, construction, and execution. Osisko’s board, after careful consideration and advice from a special committee and external advisors, unanimously supports the transaction, deeming it in the best interest of the shareholders.

Statements from Executives

John Burzynski, Chairman and Chief Executive Officer of Osisko, expressed enthusiasm about the acquisition, noting that it reflects the high value of the Windfall Project and acknowledges the efforts of the Osisko team. Burzynski highlighted that Gold Fields, already a joint venture partner at Windfall, is well-suited to advance the project due to their understanding and commitment to the asset and local stakeholders.

Gold Fields’ Chief Executive Officer, Mike Fraser, emphasised the strategic value of consolidating the Windfall Project. Fraser noted the company’s positive experience with the project over the past two years and expressed eagerness to continue collaboration with local communities and partners to further develop the project.

Approval and Implementation

The transaction will proceed under a statutory plan of arrangement in accordance with the Business Corporations Act (Ontario). It is subject to customary conditions, including court and regulatory approvals, and requires approval from at least two-thirds of the votes cast by Osisko shareholders. Voting support agreements have been secured from Osisko’s directors and executive officers, who have committed to vote in favour of the transaction.

Financial and legal advisory services for Osisko are being provided by Maxit Capital LP and Canaccord Genuity Corp., with Bennett Jones LLP acting as legal advisor. For the Special Committee, Fort Capital Partners and Cassels Brock & Blackwell LLP are providing financial and legal advice, respectively.

Osisko Mining Inc. focuses on precious metal resources in Canada, particularly the high-grade Windfall gold deposit located in Québec. Gold Fields Limited is a major gold producer with operations across several countries, including Canada, and is listed on the Johannesburg Stock Exchange and the New York Stock Exchange.

  Bennett Jones LLP, C$2.16 billion acquisition, Canaccord Genuity Corp., Cassels Brock & Blackwell LLP, Fort Capital Partners, Gold Fields Limited, Maxit Capital LP, Osisko Mining Inc., Windfall Project