Summary
This Form 8-K filing by Newmont Mining Corporation on October 9, 2007, announces a material definitive agreement to acquire Miramar Mining Corporation. Newmont, through its subsidiary Acquisition Sub, has entered into a Support Agreement to make a cash offer of C$6.25 per common share for all outstanding shares and stock options of Miramar. The agreement includes a recommendation from Miramar's board and senior officers, who have also entered into Lock-Up Agreements to tender their shares. The acquisition is subject to customary conditions, including a minimum tender threshold of 66 2/3% of Miramar's outstanding shares on a fully-diluted basis. Miramar has also agreed to protect its business and relationships, particularly concerning its Hope Bay and Con Mine Projects, until the acquisition is finalized.
Key Highlights
- 1Newmont Mining Corporation (NEM) is making an offer to acquire Miramar Mining Corporation.
- 2The offer price is C$6.25 per common share, to be paid in cash.
- 3The acquisition is being made through Newmont's indirect wholly owned subsidiary, Newmont Mining B.C. Limited (Acquisition Sub).
- 4Miramar's board of directors and senior officers have agreed to support and recommend the offer.
- 5Key Miramar executives and directors have signed Lock-Up Agreements to tender their shares.
- 6The acquisition is conditional on at least 66 2/3% of Miramar's outstanding shares being tendered.
- 7Miramar will be required to pay a C$41.4 million termination fee under certain circumstances.