Newmont Confirms Proposal to Combine with Newcrest
February 05 2023 - 09:14PM
Business Wire
Newmont Corporation (NYSE: NEM, TSX: NGT) today confirmed it has
submitted a non-binding proposal to acquire 100% of the issued
share capital of Newcrest Mining Limited (Newcrest) by way of a
scheme of arrangement. The proposed transaction would combine two
of the sector’s top senior gold producers, and set the standard for
sustainable and responsible gold mining.
Newmont’s proposal to combine with Newcrest is on the basis of
0.380 Newmont shares per Newcrest share, which would result in the
combined company being 30 percent owned by Newcrest and 70 percent
owned by Newmont. This represents a compelling opportunity for the
shareholders of both companies to share in the upside of putting
together two complementary businesses.
Newmont’s proposal is subject to certain customary conditions,
including due diligence to the satisfaction of both parties, entry
into a scheme implementation agreement and a recommendation from
the Newcrest Board of Directors that Newcrest shareholders vote in
favor of the proposal.
“We believe a combination of Newmont and Newcrest presents a
powerful value proposition to our respective shareholders,
workforce and the communities in which we operate,” said Tom
Palmer, President and CEO of Newmont. “The proposed transaction
would join industry-leading portfolios of assets and projects to
create long-term value across the combined global business, and we
welcome the consideration of Newcrest’s Board of Directors.”
Newmont remains fully committed to acting in the best interest
of Newmont shareholders. Newmont and its Board of Directors advises
shareholders need not take any action at this time as there can be
no certainty that a transaction will be concluded.
Newmont has engaged BofA Securities, Centerview Partners LLC and
Lazard as its financial advisers, and King & Wood Mallesons and
White & Case LLP as its legal advisers.
No Offer or Solicitation
This news release is neither an offer to purchase or exchange
nor a solicitation of an offer to sell securities of Newmont or
Newcrest. In furtherance of this proposal and subject to future
developments, Newmont may file one or more registration statements,
proxy statements or other documents with the SEC. This
communication is not a substitute for any proxy statement,
registration statement, prospectus or other document Newmont or
Newcrest may file with the SEC and Australian regulators in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF NEWMONT AND NEWCREST ARE URGED TO READ THE PROXY
STATEMENT(S), REGISTRATION STATEMENT, PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION TRANSACTION.
Investors and securityholders may obtain a free copy of the
disclosure documents (when they are available) and other documents
filed by Newmont with the SEC at the SEC's website at www.sec.gov.
The disclosure documents and other documents that are filed with
the SEC by Newmont may also be obtained on Newmont’s website at
www.newmont.com or obtained for free from the sources listed below.
Newmont and certain of its directors and executive officers may be
deemed to be participants in any solicitation of proxies from
Newcrest stockholders in respect of the proposed transaction
between Newmont and Newcrest. Information regarding Newmont’s
directors and executive officers is available in its proxy
statement for its 2022 annual meeting of stockholders, which was
filed with the SEC on March 7, 2022. This document can be obtained
free of charge from the sources indicated below. Additional
information regarding the interests of these participants in such
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
any proxy statement and other relevant materials to be filed with
the SEC in connection with the proposed transaction if and when
they become available.
Cautionary Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbor created by such sections and other
applicable laws. Where a forward-looking statement expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, such statements are subject to
risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed,
projected or implied by the forward-looking statements.
Forward-looking statements address expected future results, and
often contain words such as “anticipate,” “intend,” “plan,” “will,”
“would,” “estimate,” “expect,” “believe,” “target,” “indicative,”
“preliminary” or “potential.” Forward-looking statements may
include, without limitation, statements relating to the proposal to
acquire the share capital of Newcrest, expected terms, including
consideration and premium, and expected benefits and opportunities
of the proposal, including in connection with value creation. There
is no certainty that any transaction will occur on the proposed
terms, within any particular timeframe, or at all. Risks include
fluctuations in company stock price and results of operations;
uncertainties regarding the outcome of discussions between Newmont
and Newcrest with respect to the proposal, including the
possibility that the parties may not agree to pursue a business
combination or may be materially different from the terms of the
proposals described herein; the ability to consummate the proposed
combination or achieve the expected benefits; uncertainties with
respect to shareholder approvals; potential regulatory or closing
delays; the industry and market reaction to Newmont’s proposal; and
changes in the overall economic conditions. The forward-looking
statements are also subject to other risks and uncertainties,
including those more fully described in Newmont’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 and most
recent Form 10-Q and SEC filings. Newmont does not undertake any
obligation to communicate publicly revisions to any
“forward-looking statement” to reflect events or circumstances
after the date of this press release or to reflect the occurrence
of unanticipated events, except as may be required under applicable
securities laws. Investors should not assume that any lack of
update to a previously issued “forward-looking statement”
constitutes a reaffirmation of that statement. Continued reliance
on “forward-looking statements” is at investors’ own risk.
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.
At Newmont, our purpose is to create value and improve lives
through sustainable and responsible mining. To learn more about
Newmont’s sustainability strategy and initiatives, go to
www.newmont.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230205005052/en/
Media Contact Carolina Lucaroni
786.643.9230 carolina.lucaroni@newmont.com
Investor Contact Daniel Horton
303.837.5468 daniel.horton@newmont.com
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