NYSE-listed Newmont Mining's Board of Directors have unanimously determined that Barrick Gold's unsolicited, all-stock negative premium proposal to acquire Newmont is not in the best interests of Newmont’s shareholders.
After a comprehensive review conducted in consultation with its financial and legal advisors, Newmont’s Board unanimously concluded that Barrick’s proposal does not constitute, and would not reasonably be expected to constitute, a Newmont Superior Proposal.
The company’s previously announced combination with Goldcorp represents a superior value creation opportunity to generate long-term value through an unmatched portfolio of world class operations, projects, exploration opportunities, reserves and talent.
“Our thorough review of Barrick’s unsolicited proposal and its associated risks has reaffirmed our conclusion that the combination of the company and Goldcorp represents the best opportunity to create value for its shareholders and deliver industry-leading returns for decades to come,” says Gary Goldberg, Newmont’s CEO.
“Unlike Barrick, Newmont Goldcorp will be centered in the world’s most favorable mining jurisdictions and gold districts. The combination with Goldcorp is significantly more accretive to Newmont’s shareholders on all relevant metrics compared to Barrick’s proposal, even when factoring in Barrick’s own synergy estimates.
"Realizing value through Barrick’s proposal for Newmont’s shareholders hinges entirely on a new management team that lacks global operating experience and is only two months into its own transformational integration.”
The Newmont Board of Directors’ unanimous determination that the combination with Goldcorp represents a superior value creation opportunity over Barrick’s unsolicited proposal is based on the following:
- The Goldcorp transaction generates twice the accretion to Newmont’s Net Asset Value (NAV) per share compared to Barrick’s proposal, even when factoring in Barrick’s unsubstantiated synergy assumptions.
- Barrick’s proposal is four percent (4%) dilutive to Newmont’s NAV per share, before any synergies.
- The value creation claimed in Barrick’s proposal relies entirely on the delivery of synergies from a management team that lacks global operating experience and is only two months into its integration effort with Randgold Resources.
- Barrick’s portfolio includes numerous unfavorable and high-risk jurisdictions with several ongoing and significant operational and sustainability problems.
- By contrast, Newmont Goldcorp’s assets will be located in favorable mining jurisdictions and prolific gold districts on four continents.
- Completing the Newmont transaction with Goldcorp does not preclude Newmont or Barrick from achieving the available synergies in Nevada through a joint venture and may permit them to be realized sooner.