How to record a “complex” Stock Exchange Transaction

Would it work if you did a spin-off w/cash for one of the companies and then an acquisition of the remaining stock for the other company?

Yes, it is to be treated as a sale, not some sort of non-taxable exchange:

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The Yamana Share Exchange and the Pan American Share Exchange (together, the “Exchanges”) are intended to be treated as part of an integrated plan whereby, for U.S. federal income tax purposes, the Yamana Share Exchange is treated as a redemption of each U.S. Holder’s interest in Yamana, the Pan American Share Exchange is treated as a sale or exchange and, taken together, the Exchanges are treated as a taxable sale or exchange of a U.S. Holder’s Yamana Shares for the Consideration (the “Intended Tax Treatment”). There can be no assurance that the IRS will not challenge the Intended Tax Treatment or that the U.S. courts will uphold the Intended Tax Treatment. U.S. Holders are urged to consult their own tax advisors regarding the proper reporting of the Arrangement. The remainder of this disclosure assumes that the Exchanges will be treated consistently with the Intended Tax Treatment.

Subject to the discussion below regarding the application of the PFIC rules to the Exchanges, a U.S. Holder of Yamana Shares will generally recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between (a) the sum of the Cash Consideration and the aggregate fair market value of the Agnico Shares and Pan American Shares received by such U.S. Holder in the Exchanges (including any cash in lieu of a fractional Agnico Share) and the (b) U.S. Holder’s adjusted tax basis in the Yamana Shares surrendered in the Exchanges for such Consideration, in each case determined in U.S. dollars. For this purpose, U.S. Holders of Yamana Shares must calculate gain or loss separately for each identified block of Yamana Shares (that is, Yamana Shares acquired at the same cost in a single transaction) exchanged in the Exchanges. The basis of the Agnico Shares and Pan American Shares received in the Exchanges will equal their fair market value, and the holding period for the Agnico Shares and Pan American Shares will begin on the day after the Exchanges. Cash received from Pan American in lieu of fractional Pan American Shares in the Pan American Share Exchange will be taxable to U.S. Holders. U.S. Holders are urged to consult their own tax advisors as to the tax consequences of cash received from Pan American in lieu of fractional Pan American Shares in the Pan American Share Exchange, including the potential application of Section 304 of the Code (“Section 304”) and whether such cash is treated as a dividend or results in capital gain or loss for U.S. federal income tax purposes.

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So the sequence would be along the lines of:

1. Calculate the amount of proceeds as ($1.0406 x # of Yamana shares) + FMV of Pan American Silver shares + FMV of Agnico shares "as if" fractional shares were issued.
2. Sell Yamana Gold for the amount of proceeds.
3. Use the "cash" from the sale to buy the shares of Pan American Silver and Agnico you would have received if fractional shares were issued using the FMVs.
4. Sell any fractional shares for the cash in lieu, recognizing gain or loss.