공지 • Mar 20
Coeur Mining, Inc. (NYSE:CDE) completed the acquisition of New Gold Inc. (TSX:NGD) from a group of shareholders.
Coeur Mining, Inc. (NYSE:CDE) signed a letter of intent to acquire New Gold Inc. (TSX:NGD) from a group of shareholders for approximately $6.8 billion on September 19, 2025. Coeur Mining entered into a definitive agreement to acquire New Gold from a group of shareholders on November 2, 2025. Under the terms of the arrangement agreement, New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share. The Exchange Ratio implies consideration of $8.51 per New Gold common share. Upon completion of the transaction, existing Coeur stockholders and New Gold shareholders will own approximately 62% and 38% of the outstanding common stock of the combined company, respectively. Following completion of the transaction, New Gold common shares are expected to be de-listed from the TSX and the NYSE American. Additionally, break fees in the amount of approximately $414 million and approximately $255 million are payable by Coeur and New Gold, respectively.
With this acquisition, Coeu will welcome approximately 1,700 employees and 450 contractors into the Coeur organization. Upon closing of the transaction, Patrick Godin and one other current New Gold director are expected to join Coeur's board of directors.
The proposed transaction is subject to approval by a British Columbia court. The transaction will require approval by shareholders of New Gold at a special meeting of New Gold shareholders expected to be held in the first quarter of 2026. In addition, the transaction is subject to applicable regulatory approvals, approval by shareholders of Coeur Mining, approval of the listing of Coeur shares of common stock to be issued under the transaction on the NYSE and TSX, Competition Act approval and the satisfaction of certain other closing conditions customary for a transaction of this nature. The transaction has been unanimously approved by the target’s and acquirer’s boards. The transaction is expected to close in H1 2026 and is expected to be accretive to Coeur's per share net asset value, and significantly accretive to operating cash flow and free cash flow metrics. As of December 5, 2025, Commissioner of Competition under the Competition Act approved the transaction. As of January 27, 2026, New Gold Inc. shareholders overwhelmingly approved the plan of arrangement with Coeur Mining, Inc. As of January 30, 2026, New Gold Obtains Final Court Approval for Plan of Arrangement with Coeur Mining. The Transaction remains subject to approval under the Investment Canada Act and the satisfaction of certain other customary
closing conditions for transactions of this nature. It is currently anticipated that the Transaction will close in the first half of 2026.
BMO Nesbitt Burns Inc. and RBC Capital Markets are acting as a financial advisors and fairness opinion providers to Coeur. Kari MacKay, Hari Marcovici of Goodmans LLP and Andrew Kaplan of Gibson, Dunn & Crutcher LLP are acting as legal advisors to Coeur. National Bank Capital Markets is acting as financial advisor and fairness opinion provider to New Gold and CIBC Capital Markets is acting as financial advisor and fairness opinion provider to the Special Committee of New Gold. Richard Fridman, Aaron J Atkinson of Davies Ward Phillips & Vineberg LLP and Christopher J. Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal advisors to New Gold, and Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee New Gold. MacKenzie Partners, Inc. acted as proxy solicitor to Coeur. Coeur has agreed to pay BMO Nesbitt Burns, for its financial advisory services in connection with the proposed Arrangement an aggregate fee of $21 million, of which a portion was payable upon delivery of BMO Capital Markets’ opinion regardless of the conclusion reached in such opinion and $16 million is contingent upon consummation of the Arrangement. Under its engagement agreement with Coeur, RBCCM became entitled to a fee of $4,500,000 upon the delivery of its opinion in connection with the Arrangement. Kingsdale Advisors LP served as proxy solicitor to New Gold.
Coeur Mining, Inc. (NYSE:CDE) completed the acquisition of New Gold Inc. (TSX:NGD) from a group of shareholders on March 20, 2026. Shortly following the completion of the Transaction, New Gold common shares will be de-listed from the Toronto Stock Exchange (the “TSX”) and the NYSE American. Coeur also intends to cause New Gold to apply to cease to be a reporting issuer under applicable Canadian securities laws. Shares of Coeur common stock are listed on the New York Stock Exchange and the TSX.