Nov 8 (Reuters) – Agnico Eagle Mines AEM.TO and Pan American Silver Corp PAAS.TO have clinched a $4.8 billion cash-and-shares deal to buy rival Canadian miner Yamana Gold Inc YRI.TO after it ditched an offer from South Africa’s Gold Fields GFIJ.J.

Yamana’s board now unanimously recommends shareholders reject the Gold Fields takeover at a vote on Nov. 21, the company said on Tuesday, a day after Gold Fields’ decision not to match the Agnico-Pan American offer.

Tuesday’s news ends a fraught few months for Gold Fields executives who battled to convince investors of the merits of the takeover deal announced in May.

The cash component in the Agnico Eagle and Pan American offer gave their bid an edge, analysts said.

Gold Fields did not reply immediately to a request for comment.

The all-shares offer from Gold Fields valued Yamana at $6.7 billion in May, but the suitor’s shares slumped after the deal was announced, denting the valuation.

At Thursday’s close the Gold Fields offer was worth a little more than $4 billion.

Under the terms of the original agreement, Yamana will have to pay Gold Fields $300 million for breaking off the deal.

Gold Fields’ Johannesburg-listed shares gained only 0.5% on the news, indicating the market had already priced in the deal’s collapse. The stock gained 11.3% on Friday when the counter-bid was announced.

Under Agnico Eagle and Pan American’s joint offer, Yamana shareholders will receive $1.0406 in cash, 0.0376 of an Agnico share and 0.1598 of a Pan American share for each share held.

(Reporting by Arunima Kumar in Bengaluru and Helen Reid in Johannesburg; Editing by Sriraj Kalluvila and David Goodman)