8-KOther EventsExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Corporate Update (Mar 4, 2019)

Filed March 4, 2019For Securities:NEMNEMCL

Summary

This 8-K filing from Newmont Corporation details the company's response to an unsolicited acquisition proposal from Barrick Gold. Newmont's Board of Directors has determined that the Barrick proposal does not constitute a "Superior Proposal" under their existing arrangement agreement with Goldcorp Inc. Consequently, Newmont will proceed with its previously announced strategic business combination with Goldcorp. In parallel, Newmont has proposed a joint venture for their Nevada operations with Barrick, aiming to capture potential synergies. This joint venture proposal, outlined in Exhibit 99.1, suggests Barrick would hold a 55% economic interest and Newmont a 45% interest, with joint management and operational control. Importantly, Goldcorp has consented to this Nevada joint venture proposal, demonstrating a commitment to maximizing value across their potential combined entities and their existing agreements.

Key Highlights

  • 1Newmont's Board of Directors has rejected Barrick Gold's unsolicited acquisition proposal, deeming it not a "Superior Proposal" under the Goldcorp agreement.
  • 2Newmont remains committed to its previously announced merger with Goldcorp Inc. and will proceed with that transaction.
  • 3Newmont has proposed a Nevada joint venture with Barrick Gold, which would combine their respective operations in the region.
  • 4The proposed Nevada joint venture would grant Barrick a 55% economic interest and Newmont a 45% economic interest.
  • 5Goldcorp Inc. has provided consent for Newmont to explore and propose the Nevada joint venture with Barrick.
  • 6The company has filed related documents, including a response letter to Barrick, a press release, an investor presentation, and a webcast transcript, to provide comprehensive information to stakeholders.

Frequently Asked Questions

Newmont's Board of Directors determined that Barrick's proposal did not meet the criteria of a "Superior Proposal" as defined in Newmont's existing arrangement agreement with Goldcorp Inc. Therefore, under the terms of that agreement, Newmont is not permitted to engage in further discussions with Barrick regarding their acquisition offer.

Yes, Newmont's filing confirms that they will proceed with the previously announced strategic business combination with Goldcorp Inc. The rejection of Barrick's proposal allows Newmont to continue with the Goldcorp transaction.

Newmont has proposed a joint venture with Barrick Gold to combine their respective operations in Nevada. This proposal aims to realize potential synergies between the two companies' assets in the region. Under the proposed terms, Barrick would hold a 55% economic interest and Newmont a 45% economic interest, with joint management and operational control.

Yes, Goldcorp has expressly consented to Newmont's Nevada joint venture proposal with Barrick. Newmont will also keep Goldcorp informed of material developments and may seek Goldcorp's consent for certain communications regarding this joint venture.