VANCOUVER, Feb. 22, 2019 /CNW/ - GOLDCORP INC. (TSX: G,
NYSE: GG) ("Goldcorp") and Newmont Mining Corporation (NYSE:
NEM) ("Newmont" or the "Company") today announced that Goldcorp has
obtained an interim order from the Ontario Superior Court of
Justice (Commercial List) in connection with the previously
announced statutory arrangement for the acquisition by Newmont of
all of the issued and outstanding common shares of Goldcorp in
exchange for 0.3280 of a share of Newmont common stock and
$0.02 in cash for each Goldcorp
common share in a transaction valued at approximately $10 billion as of the date of announcement of the
transaction. Receipt of the interim order allows Goldcorp to
hold its shareholder meeting on April 4,
2019 and is a necessary step toward obtaining a final order
from the Court that is a condition to closing the acquisition.
The combination of the two companies will create an unmatched
portfolio of world-class operations, projects, Reserves,
exploration opportunities, and talent. On day one after the
transaction closes, which is expected in the second quarter,
Newmont Goldcorp will:
- Be immediately value-accretive to Newmont's Net Asset Value and
cash flow per share;(1)
- Generate an estimated $75 per
ounce in Full Potential cost and efficiency improvements,
representing annual anticipated benefits of approximately
$165 million per
year(4);
- Create a combined $265 million in
expected annual pre-tax synergies and Full Potential benefits
representing value creation potential of over $2.5 billion(5);
- Target 6-7 million ounces of steady-state gold production over
a decades-long time horizon;(1)
- Have the largest gold Reserves and Resources in the gold
sector, including on a per share basis;
- Be located in favorable mining jurisdictions and prolific gold
districts on four continents;
- Deliver the highest dividend among senior gold
producers;(2)
- Offer financial flexibility and an investment-grade balance
sheet to advance the most promising projects generating a targeted
Internal Rate of Return of at least 15
percent;(1)(3)
- Feature a deep bench of accomplished business leaders and
high-performing technical teams and other talent with extensive
mining industry experience; and
- Maintain industry leadership in environmental, social and
governance performance.
About Goldcorp
Goldcorp is a senior gold producer
focused on responsible mining practices with safe, low-cost
production from a high-quality portfolio of mines.
About Newmont
Newmont is a leading gold and copper
producer. The Company's operations are primarily in the United States, Australia, Ghana, Peru
and Suriname. Newmont is the only gold producer listed in the
S&P 500 Index and was named the mining industry leader by the
Dow Jones Sustainability World Index in 2015, 2016, 2017 and 2018.
The Company is an industry leader in value creation, supported by
its leading technical, environmental, social and safety
performance. Newmont was founded in 1921 and has been publicly
traded since 1925.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements"
within the meaning of Section 27A of the United States Securities
Act of 1933, as amended, Section 21E of the United States Exchange
Act of 1934, as amended, the United States Private Securities
Litigation Reform Act of 1995, or in releases made by the United
States Securities and Exchange Commission, all as may be amended
from time to time, and "forward-looking information" under the
provisions of applicable Canadian securities legislation,
concerning the business, operations and financial performance and
condition of Goldcorp. Forward-looking statements include, but are
not limited to, statements relating to Newmont's planned
acquisition of Goldcorp and the expected terms, timing and closing
of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions;
estimates of future production, including expected annual
production range; estimates of future capital expenditures;
estimates of savings and efficiencies; expectations regarding the
targeted internal rate of return; expectations regarding future
exploration and the development, growth and potential of Newmont's
and Goldcorp's operations, project pipeline and investments,
including, without limitation, project returns; expectations of
future dividends and returns to shareholders; expectations of
future plans and benefits. Generally, these forward-looking
statements can be identified by the use of words such as "plans",
"expects" , "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" , "believes", or variations
or comparable language of such words and phrases or statements that
certain actions, events or results "may", "could", "would",
"should", "might" or "will", "occur" or "be achieved" or the
negative connotation thereof.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, if untrue, could cause the actual
results, performances or achievements of Goldcorp to be materially
different from future results, performances or achievements
expressed or implied by such statements. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which Goldcorp
and Newmont will operate in the future, including the price of
gold, anticipated costs and ability to achieve goals. Although
Goldcorp believes its expectations are based upon reasonable
assumptions and has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as
anticipated, estimated or intended. Forward-looking statements are
subject to known and unknown risks, uncertainties and other
important factors that may cause the actual results, level of
activity, performance or achievements of Goldcorp to be materially
different from those expressed or implied by such forward-looking
statements, including but not limited to: the inherent uncertainty
associated with financial or other projections; the prompt and
effective integration of Newmont's and Goldcorp's businesses and
the ability to achieve the anticipated synergies and value-creation
contemplated by the proposed transaction; the risk associated with
Newmont's and Goldcorp's ability to obtain the approval of the
proposed transaction by their shareholders required to consummate
the proposed transaction and the timing of the closing of the
proposed transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the risk
that a consent or authorization that may be required for the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the arrangement agreement; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; risks relating to the value of the Newmont's
common stock to be issued in connection with the transaction; the
anticipated size of the markets and continued demand for Newmont's
and Goldcorp's resources and the impact of competitive responses to
the announcement of the transaction; and the diversion of
management time on transaction-related issues, as well as those
factors discussed in the section entitled "Description of the
Business – Risk Factors" in Goldcorp's most recent annual
information form available on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov. Although Goldcorp has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. Forward-looking statements
are made as of the date hereof and, accordingly, are subject to
change after such date. Except as otherwise indicated by Goldcorp,
these statements do not reflect the potential impact of any
non-recurring or other special items or of any disposition,
monetization, merger, acquisition, other business combination or
other transaction that may be announced or that may occur after the
date hereof. Forward-looking statements are provided for the
purpose of providing information about management's current
expectations and plans and allowing investors and others to get a
better understanding of Goldcorp's operating environment. Goldcorp
does not intend or undertake to publicly update any forward-looking
statements that are included in this document, whether as a result
of new information, future events or otherwise, except in
accordance with applicable securities laws.
(1) Caution Regarding Projections: Projections used in this
release are considered "forward looking statements". See cautionary
statement above regarding forward-looking statements.
Forward-looking information representing post-closing expectations
is inherently uncertain. Estimates such as expected accretion,
expected future production, internal rate of return, financial
flexibility and balance sheet strength are preliminary in nature.
There can be no assurance that the proposed transaction will close
or that the forward-looking information will prove to be
accurate.
(2) 2019 dividends beyond Q4 2018 have not yet been approved or
declared by the Board of Directors. Management's expectations with
respect to future dividends or annualized dividends are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, 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. Investors are cautioned that such statements with
respect to future dividends are non-binding. The declaration and
payment of future dividends remain at the discretion of the Board
of Directors and will be determined based on Newmont's financial
results, balance sheet strength, cash and liquidity requirements,
future prospects, gold and commodity prices, and other factors
deemed relevant by the Board. The Board of Directors reserves all
powers related to the declaration and payment of dividends.
Consequently, in determining the dividend to be declared and paid
on the common stock of the Company, the Board of Directors may
revise or terminate the payment level at any time without prior
notice. As a result, investors should not place undue reliance on
such statements.
(3) Internal rates of return targets on projects, before taxes
and royalties, are calculated using an assumed $1,200 gold price.
(4) Full Potential cost savings or improvements as used in this
presentation are considered operating measures provided for
illustrative purposes, and should not be considered GAAP or
non-GAAP financial measures. Full Potential amounts are estimates
utilized by management that represent estimated cumulative
incremental value realized as a result of Full Potential projects
implemented and are based upon both cost savings and efficiencies
that have been monetized for purposes of the estimation. Because
Full Potential savings/improvements estimates reflect differences
between certain actual costs incurred and management estimates of
costs that would have been incurred in the absence of the Full
Potential program, such estimates are necessarily imprecise and are
based on numerous judgments and assumptions. Expected Full
Potential cost savings or improvements are projections are
"forward-looking statements" subject to risks, uncertainties and
other factors which could cause actual results to differ from
current expectations.
(5) Value creation potential as used in this presentation is a
management estimate provided for illustrative purposes, and should
not be considered a GAAP or non-GAAP financial measure. Value
creation potential represents management's estimate of cost savings
and improvements as the result of the Full Potential program and
synergies as a result of the proposed transaction that have been
monetized and projected over a twenty year period for purposes of
the estimation, applying a discount rate of 7%. Such estimates are
necessarily imprecise and are based on numerous judgments and
assumptions. Expected value creation potential is a
"forward-looking statement" subject to risks, uncertainties and
other factors which could cause actual value creation to differ
from expected value creation.
For further information please contact:
INVESTOR
CONTACT
|
MEDIA
CONTACT
|
Shawn
Campbell
Director, Investor
Relations
Telephone: (800)
567-6223
E-mail:
info@goldcorp.com
|
Christine
Marks
Director, Corporate
Communications
Telephone: (604)
696-3050
E-mail:
media@goldcorp.com
|
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SOURCE Goldcorp Inc.