Newmont Corporation, on Monday revealed that it has submitted a revised non-binding indicative proposal to the Board of Directors of Newcrest Mining Limited (Newcrest) to acquire 100 percent of the issued share capital of Newcrest.
Newmont wants to acquire 100 percent of the issued share capital of Newcrest by way of an Australian Scheme of Arrangement, under which Newcrest shareholders would receive 0.400x Newmont shares per each Newcrest share held. In addition, Newcrest would have the right to fund and pay to its shareholders a special dividend of up to USD$1.10 per Newcrest share. Newmont’s improved offer on these terms is best and final, subject only to no superior proposal emerging.
According to a press statement from Newmont, Newcrest Board of Directors have agreed to grant Newmont confirmatory due diligence access to enable Newmont to put forward a binding proposal. Due diligence is expected to be completed within approximately four weeks. Newcrest has indicated that it intends to grant exclusivity to Newmont during the due diligence period, with the terms of that exclusivity still to be agreed. Newcrest will also undertake confirmatory due diligence on Newmont during this period.
“We are entering a new era in which mining companies must hold themselves to a higher standard of sustainability and long-term value creation. This transaction would strengthen our position as the world’s leading gold company by joining two of the sector’s top senior gold producers and setting the new standard in safe, profitable and responsible mining,” said Tom Palmer, President and CEO of Newmont. “Together as the clear gold-mining leader, we would be well-positioned to generate strong, stable and lasting returns with best-in-class sustainability performance for decades to come.”
The proposed combination creates the industry’s best portfolio of world-class assets with the highest concentration of top-tier operations, primarily in favorable, low-risk mining jurisdictions. Newmont would further strengthen its portfolio by increasing annual copper production and adding nearly 50 billion pounds of copper reserves and resources to its balanced and diverse asset base.
Under the terms of the Best and Final Proposal, Newcrest shareholders would own approximately 31 percent of the combined company. Newmont intends to apply for a foreign exempt listing on the Australian Securities Exchange (ASX) and establish Chess Depositary Interests on ASX in respect to Newmont shares issued to Newcrest shareholders under the Best and Final Proposal.
This means 35 percent based on the closing price of Newcrest and Newmont shares on February 3, 2023, being the last trading day prior to the initial market release confirming Newmont’s proposal, and inclusive of the value of a special dividend of up to USD$1.10 per Newcrest share.
About Newmont
Newmont is the world’s leading gold company and a producer of copper, silver, zinc and lead. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value creation, supported by robust safety standards, superior execution and technical expertise. Newmont was founded in 1921 and has been publicly traded since 1925.
