Newmont Mining Corp. has rejected a proposal from Barrick Gold Corp. to merge the two companies. Newmont said a merger with Barrick poses a “significant risk” and was not in the company’s best interest. Instead, Newmont decided to continue with its agreement to acquire Goldcorp.
“Our thorough review of Barrick’s unsolicited proposal and its associated risks has reaffirmed our conclusion that the combination of Newmont and Goldcorp represents the best opportunity to create value for Newmont’s shareholders and deliver industry-leading returns for decades to come,” said Newmont CEO Gary Goldberg. “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.”
He added that “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.”
Newmont said the Barrick merger poses “significant risk” to its shareholders. It cited Barrick’s recent acquisition of Randgold eight weeks ago and that it operates in high-risk jurisdictions.
After rejecting the merger, Newmont proposed a Nevada joint venture with Barrick.
Newmont said the joint venture provides the best option for realizing significant synergies and offers the lowest execution risk through combined technical resources.
In the joint-venture proposal, Barrick will hold a 55% interest and Newmont will hold a 45% interest. Newmont Goldcorp and Barrick will have an equal number of representatives on the management and technical committees. The proposed joint venture’s operational management will be jointly appointed by both parties and will be responsible for day-to-day operations.
Barrick President and CEO Mark Bristow said Newmont’s Nevada joint venture proposal reinforced the frustration Barrick has experienced in its efforts to unlock the value in the two companies’ assets in Nevada.
“Newmont’s latest proposal is essentially based on the stale and convoluted process that foundered previously,” Bristow said. “As usual, it comes with unrealistic preconditions including swapping the chairmanship and the leadership of the JV. Experience has shown us that JVs only work well when the majority owner is also the operator.”
Bristow continued to say that he felt Barrick could run the joint venture “more efficiently” than Newmont.