Yamana Gold Announces Waiver of Meridian Gold Shareholder Rights Plan
Market Wire, September, 2007
YAMANA GOLD INC. (TSX: YRI)(NYSE: AUY)(LSE: YAU) today announced that the Ontario Securities Commission, in a decision dated today, ordered that the Meridian Gold Inc. shareholder rights plan be cease traded at 9:00 am Toronto time on September 11, 2007 as per Yamana's request.
Yamana's offer to Meridian shareholders has been outstanding for a significant amount of time and no other offer for Meridian has yet emerged. In connection with the waiving of the shareholder rights plan, Yamana has also extended the expiry date of its offer to acquire the outstanding shares of Meridian from 8:00 pm Toronto time on September 7, 2007 to 8:00 pm Toronto time on September 11, 2007. No other terms of the offer have been changed. Yamana is offering C$4.00 in cash and 2.235 Yamana shares per Meridian share.
"The removal of the final obstacle to our offer provides increased certainty and accommodation for Meridian shareholders to fully consider the offer and tender to it", said Peter Marrone, chairman and chief executive officer of Yamana. "We are confident that we will succeed in our bid for Meridian and urge any shareholders who may not have yet tendered their shares to do so today."
The combined company will provide shareholders with a stake in a gold-focused intermediate producer which offers superior cash flow, low-cost gold production, project and country diversification, significant production growth, and strong projected returns and considerable liquidity.
For the purposes of U.S. tender offer rules, Yamana discloses that 3,928,368 Meridian common shares have been tendered to the offer as at September 4, 2007.
About Yamana
Yamana is a Canadian gold producer with significant gold production, gold development stage properties, exploration properties, and land positions in Brazil, Argentina and Central America. Yamana is producing gold at intermediate company production levels in addition to significant copper production. Yamana's management plans to continue to build on this base through the advancement of its exploration properties and by targeting other gold consolidation opportunities in Brazil, Argentina and elsewhere in the Americas.
IMPORTANT NOTICE: This communication does not constitute an offer to buy or an invitation to sell, any of the securities of Yamana, Northern Orion or Meridian. Such an offer may only be made pursuant to a registration statement and prospectus filed with the U.S. Securities and Exchange Commission and an offer to purchase and circular filed with Canadian securities regulatory authorities. Yamana has filed with the U.S. Securities and Exchange Commission a Registration Statement on Form F-10 as well as a Schedule TO tender offer statement both of which include the offer and take-over bid circular relating to the Meridian offer as amended by a notice of variation and extension and is mailing the offer and take-over circular and notice of variation and extension to Meridian shareholders. Investors and security holders are urged to read the Registration Statement, the offer and take-over bid circular, the notice of variation and extension and any other relevant documents filed with the SEC and Canadian securities regulators, regarding the proposed business combination transaction because they contain important information. Investors may obtain a free copy of the offer and take-over bid circular, notice of variation and extension and other documents filed by Yamana with the SEC at the SEC's website at www.sec.gov . The offer and take-over bid circular, the notice of variation and extension and other documents may also be obtained for free on Yamana's website at www.yamana.com or by directing a request to Yamana's investor relations department.
Persons who are resident in the United Kingdom should note the following points:
(i) the formal offering and takeover-bid circular to be issued to Meridian shareholders ("Offer and Circular") will not constitute a prospectus for the purposes of the Prospectus Rules ("Prospectus Rules") published by the Financial Services Authority of the United Kingdom (the "FSA"). Accordingly, the Offer and Circular has not been, and will not be, approved by the FSA or by London Stock Exchange plc. No action has been or is intended to be taken by Yamana or by Genuity Capital Markets or Canaccord Capital Corporation, or any of their affiliated entities, that would permit a public offer of Yamana Common Shares to be made in the United Kingdom, which would require an approved prospectus to be made available to the public in the United Kingdom (in accordance with the United Kingdom Financial Services and Markets Act 2000 ("FSMA") and the Prospectus Rules before such an offer was made.
(ii) The Offer will be made to or directed at, and deposits of Meridian shares will be accepted from, only those shareholders in the United Kingdom who are (or who are acting on behalf of), and who are able to establish to the satisfaction of Yamana that they are (or are acting on behalf of): "qualified investors" within the meaning of section 86(7) of FSMA, and who are also persons falling within Article 19(5) or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. UK shareholders receiving the Offer and Circular should consult with their legal advisors to determine whether they are eligible to receive and accept the Offer.
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