UPDATE 1-Gold Fields target Yamana gets buyout offer from Agnico, Pan American

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(Adds deal terms, background on Gold Fields)

Nov 4 (Reuters) - Canada's Yamana Gold said on Friday it has received an unsolicited offer from Agnico Eagle Mines Ltd and Pan American Silver Corp to acquire the company in a near $5 billion cash-and-stock deal.

Under the terms of the offer, Yamana shareholders would receive $1.0406 in cash, 0.0376 of an Agnico Share and 0.1598 of a Pan American Share for each share held.

South Africa's Gold Fields had agreed to take over Yamana for $6.7 billion in an all-stock deal in May, and a shareholder vote was set to take place on Nov. 22.

However, Gold Fields' U.S.-listed shares had slumped 40% so far this year by Thursday's close. At those levels, its all-stock takeover of Yamana would have a valuation just north of $4 billion.

Yamana said it has informed Gold Fields the new offer constitutes a "superior proposal" and has five days in case it wants to amend its existing offer.

Gold Fields, whose U.S.-listed shares jumped 17% following the news, did not immediately respond to a Reuters request for comment. (Reporting by Mrinalika Roy and Helen Reid; Editing by Krishna Chandra Eluri)

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