Announcement • Oct 20
Newmont Corporation (NYSE:NEM) completed the acquisition of Newcrest Mining Limited (ASX:NCM) from State Street Corporation (NYSE:STT), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Allan Gray Australia Pty Ltd. and others.
Newmont Corporation (NYSE:NEM) made an offer to acquire Newcrest Mining Limited (ASX:NCM) from State Street Corporation (NYSE:STT), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Allan Gray Australia Pty Ltd. and others for AUD 23.4 billion on February 5, 2023. Newmont’s proposal to combine with Newcrest is on the basis of 0.380 Newmont shares per Newcrest share. Newmont Corporation made a new offer to acquire Newcrest Mining Limited for AUD 29.4 billion on April 11, 2023. Newmont Corporation entered into a binding scheme implementation deed to acquire Newcrest Mining Limited on May 14, 2023. Under new offer, Newcrest shareholders would receive 0.400 Newmont share for each share held and a special dividend of up to $1.10 (AUD 1.66) per share, to be paid by Newcrest immediately prior to the consummation of the proposed transaction. BlackRock Group and associates holds 87,666,192 shares (9.80%), Allan Gray Australia Pty Ltd and associates holds 56,379,115 shares (6.30%), State Street Corporation and associates holds 54,568,016 shares (6.11%) and The Vanguard Group, Inc. and associates holds 44,763,930 shares (5.00%) in Newcrest Mining. Newcrest shareholders will be able to choose to receive New York Stock Exchange-listed Newmont shares or Australian-listed CHESS Depository Instruments (CDIs) as payment. Newmont must, on or before the Implementation Date, invite two existing Newcrest directors whose identity is nominated in writing by Newmont to join the board of Newmont. Newcrest on the Implementation Date, after the Scheme Consideration has been dispatched to Scheme Shareholders to cause the appointment of the nominees of Newmont to the Newcrest Board and ensure that all directors on the Newcrest Board specified in writing by Newmon will resign and unconditionally and irrevocably release Newcrest from any claims they may have against Newcrest. As of May 15, 2023, Newmont has agreed to invite two of Newcrest’s existing directors to join the board of directors of Newmont, on or before the implementation of the Scheme, conditional on the Scheme becoming Effective. As on October 17, 2023, Federal Court of Australia has approved the transaction. As on October 18, 2023, the transaction has became legally effective under Australian law. The transaction is expected to close in early November. 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 and subject to approval from shareholders of both companies and other regulatory hurdles. 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. As of February 16, 2023. The Board has considered the Indicative Proposal and has unanimously determined to reject the offer as it does not represent sufficient value for Newcrest shareholders. In order to determine if Newmont can provide an improved proposal for consideration by the Board that appropriately reflects the value of Newcrest, the Board has indicated to Newmont that it is prepared to provide access to limited, non-public information on a non-exclusive basis. The provision of this information is subject to certain conditions including signing of an appropriate non-disclosure agreement. As of April 14, 2023. Newcrest has granted Newmont exclusivity on May 11, 2023, to allow Newmont to conduct confirmatory due diligence on an exclusive basis. Newcrest said it recommended its shareholders vote in favour of the deal at a meeting expected to be held in September or October. The deal requires Australia’s Foreign Investment Review Board (FIRB) approval, approval of the Federal Court of Australia, Canadian Competition, approval for quotation of the Scheme Consideration securities on NYSE (Newmont shares) and ASX (CDIs) as well as Newcrest and Newmont shareholders to vote in support the transaction, among other regulatory requirements. Newmont has substantially completed due diligence and Newcrest has agreed to extend Newmont’s exclusivity on May 18, 2023 on the same terms as previously announced. The SID includes certain circumstances in which a break fee of AUD 261.7 million would be payable to Newmont, or reverse break fee of AUD 564.2 million would be payable to Newcrest. Newcrest Board need to apply to ASX, PNGX and TSX to suspend trading in Newcrest Shares with effect from the close of trading on the Effective Date. As of July 18, 2023, the transaction has received clearance from Canadian Competition Bureau. As of August 2, 2023, the transaction is approved by Papua New Guinea’s Independent Consumer & Competition Commission. As of August 15, 2023, Korea Fair Trade Commission has cleared the transaction. As of August 21, 2023, the transaction is approved by Australian Competition & Consumer Commission. As of September 7, 2023, Federal Court of Australia has today approves and made orders, 1. that Newcrest convene and hold a meeting of Newcrest shareholders to consider and vote on the Scheme, and 2. approving the distribution of an explanatory statement providing information about the Scheme and the notice of meeting for the Scheme Meeting (Scheme Booklet) to Newcrest shareholders. On September 18, 2023, Newmont issued a press release announcing that Australia’s Foreign Investment Review Board and Japan’s Fair Trade Commission have cleared Newmont to proceed with its previously announced transaction with Newcrest. On September 28, 2023, Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) recommended that Newmont shareholders vote “FOR” each of the Company’s resolutions in connection with the proposed acquisition of Newcrest Mining Limited at the special meeting of stockholders that will take place virtually on October 11, 2023. Grant Samuel will receive a fixed fee of AUD 2.75 million plus reimbursement of out of-pocket expenses for the preparation of the Newcrest Report. As of October 4, 2023, Philippine Competition Commission (PCC) also indicated its approval of the proposed transaction. All of the government regulatory approvals necessary for the transaction to proceed have now been secured. The Transaction remains subject to the satisfaction of the remaining conditions precedent to implementation, including approval by Newcrest’s shareholders of the Transaction and approval by Newmont stockholders of the issuance of the Newmont common stock comprising the consideration in the Transaction. The transaction is expected to be finalized by the fourth quarter of 2023. The effective date for the acquisition is October 18, 2023. As of October 11, 2023, Newmont stockholders approve issuance of Newmont shares for the Scheme. Newcrest’s shareholder vote will be held on October 13, 2023 for approval. All government regulatory approvals necessary for the transaction to proceed have been secured. Newmont and Newcrest anticipate the transaction closing in early November, subject to the satisfaction of customary closing conditions. As of October, 13, 2023, Newcrest shareholders vote in favour of Scheme and approved the transaction. Newcrest will apply to the Federal Court of Australia (Court) for approval of the Scheme at a hearing scheduled on 17 October 2023. Newcrest announced on 5 October 2023 a Special Dividend of $1.10 per Newcrest share, subject to the Scheme becoming effective. This dividend will be fully franked. Newcrest shares will be delisted on October 26, 2023, and Newmont shares will trade on the exchange via a CDI beginning on October 27, 2023.Newmont has engaged BofA Securities, Centerview Partners LLC, BMO Capital Markets Corp. and Lazard as its financial advisers, and King & Wood Mallesons and White & Case LLP as its legal advisers. Rodd Levy, Kam Jamshidi of Herbert Smith Freehills LLP Newmont Corporation (NYSE:NEM) completed the acquisition of Newcrest Mining Limited (ASX:NCM) from State Street Corporation (NYSE:STT), BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Allan Gray Australia Pty Ltd. and others on October 18, 2023. The Scheme was declared effective following the lodging of the orders of the Federal Court of Australia with the Australia Securities and Investments Commission. Newcrest shareholders had voted to approve the Scheme at a meeting of shareholders held on October 13, 2023. All regulatory, shareholder and legal approvals for the proposed acquisition of Newcrest by Newmont have been secured.
