Newmont Recommends Stockholders Reject “Mini-Tender” Offer by TRC Capital
September 10 2020 - 8:45AM
Business Wire
Newmont Corporation (NYSE: NEM, TSX: NGT) (Newmont or the
Company) has received notice of an unsolicited "mini-tender" offer
by TRC Capital Investment Corporation (TRC) to purchase up to
2,000,000 (approximately 0.25 percent of the outstanding) shares of
common stock of Newmont at $63.75 per share. This offering price is
4.44 percent BELOW the $66.71 per share closing price of Newmont
shares on August 28, 2020, the day before the offer. TRC has made
its offer subject to numerous conditions and has stated that it may
terminate or amend its offer if, among other things, it does not
obtain sufficient financing on terms satisfactory to it or there
are certain decreases in the value of the shares.
Newmont recommends that:
- Stockholders who have not responded to the TRC offer take no
action because the offer is at a price below the current market
price for Newmont shares and is subject to numerous conditions;
and
- Any stockholders who have tendered shares to the TRC offer
withdraw those shares by providing the written notice described in
the TRC offering documents before the expiration of the offer,
which currently is scheduled for 12:01 a.m., New York City time, on
September 30, 2020.
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers, such as this one, are offers to
acquire less than five percent of a company's outstanding shares
and avoid many of the investor protections afforded for larger
tender offers, including the filing of disclosure and other tender
offer documents with the U.S. Securities and Exchange Commission
(SEC), and other procedures required by U.S. securities laws.
The SEC has expressed serious concerns and cautioned investors
about these offers, noting that "some bidders make mini-tender
offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer price
to the current market price." Newmont encourages stockholders,
stockbrokers and dealers, as well as other market participants, to
review the SEC's Investor Tips and recommendations regarding
mini-tender offers, which can be found at
http://www.sec.gov/investor/pubs/minitend.htm and
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm,
as well as the Information Memo Number 01-27 issued by the NYSE on
September 28, 2001, which can be found at
https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf.
Newmont urges stockholders to obtain current market quotations
for their shares, consult with their broker or financial advisor
and exercise caution with respect to TRC’s offer.
Newmont is not associated with TRC, its mini-tender offer or the
offer documentation.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200910005307/en/
Media Contact Eric Colby
303.837.5724 eric.colby@newmont.com
Investor Contact Jessica Largent
303.837.5484 jessica.largent@newmont.com
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