8-KMaterial AgreementsRegulation FDExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Material Agreement (Mar 12, 2019)

Filed March 12, 2019For Securities:NEMNEMCL

Summary

Newmont Mining Corporation (Newmont) has filed an 8-K report detailing the entry into a material definitive agreement with Barrick Gold Corporation to establish a joint venture for their respective Nevada operations. This joint venture, referred to as the Nevada agreement, will combine the mining assets in Nevada of both companies. Barrick will hold a 61.5% economic interest and operate the joint venture, while Newmont will hold a 38.5% economic interest. The structure includes a board of directors with proportional voting power based on economic interest and advisory committees with equal representation. This strategic move aims to leverage operational efficiencies and synergies between the two major gold producers in a key mining region. Crucially, as part of this agreement, Barrick has withdrawn its unsolicited acquisition proposal for Newmont and a related shareholder proposal. This development effectively ends Barrick's prior attempt at a full acquisition, shifting the focus to a collaborative joint venture. The establishment of the Nevada joint venture is contingent upon regulatory approvals and is expected to be completed in the coming months, with an outside date of March 10, 2020. Investors should note that this agreement is accompanied by a mutual two-year standstill agreement between Newmont and Barrick, which will terminate upon the joint venture's consummation.

Key Highlights

  • 1Newmont and Barrick Gold Corporation have entered into an agreement to form a joint venture combining their Nevada mining operations.
  • 2Barrick will hold a 61.5% economic interest and manage the joint venture, while Newmont will hold a 38.5% interest.
  • 3The joint venture structure includes a board of directors with voting power proportional to economic interest and advisory committees with equal representation.
  • 4Barrick has withdrawn its previously announced acquisition proposal for Newmont following the entry into this joint venture agreement.
  • 5A two-year standstill agreement has been executed between Newmont and Barrick, effective upon the joint venture's completion.
  • 6The transaction is subject to regulatory approvals and is anticipated to close in the coming months, with a target outside date of March 10, 2020.
  • 7The company has furnished a press release and a joint investor presentation related to this agreement.

Frequently Asked Questions

The primary purpose of the Nevada agreement is to establish a joint venture that combines the respective Nevada mining operations of Newmont and Barrick Gold Corporation. The goal is to create operational efficiencies and synergies by pooling their assets and expertise in the region.

Newmont will hold a 38.5 percent economic interest in the joint venture. While Barrick will operate the joint venture, Newmont will have representation on the joint venture's board of directors and advisory committees, allowing for oversight and participation in key decisions.

As a condition of entering into the Nevada agreement, Barrick has withdrawn its unsolicited, all-stock acquisition proposal for Newmont. This means Barrick is no longer pursuing a full takeover of Newmont at this time, focusing instead on the Nevada joint venture.

The establishment of the joint venture is subject to regulatory approvals. The agreement also includes an 'outside date' of March 10, 2020, by which the closing must occur, unless extended. Both parties must fulfill their covenants and warranties for the closing to proceed.