Summary
Newmont Corporation has entered into a Scheme Implementation Deed to acquire all issued and outstanding ordinary shares of Newcrest Mining Limited. This significant acquisition, expected to close in Q4 2023, will be structured as a court-approved scheme of arrangement under Australian law. Shareholders of Newcrest will receive a combination of Newmont common stock or CHESS Depositary Interests (CDIs) on a 0.400 exchange ratio per Newcrest share, with the form of consideration dependent on residency and preference. The transaction is subject to customary closing conditions, including approvals from both Newmont and Newcrest shareholders, as well as regulatory clearances in relevant jurisdictions.
Key Highlights
- 1Newmont to acquire Newcrest Mining Limited through a scheme of arrangement.
- 2Transaction expected to close in the fourth quarter of 2023.
- 3Newcrest shareholders to receive 0.400 shares of Newmont common stock or CDIs per Newcrest share.
- 4Acquisition is subject to shareholder approvals from both Newmont and Newcrest.
- 5Key regulatory approvals required from Australia, Canada, and Papua New Guinea.
- 6Newmont's board unanimously recommends Newmont stockholders vote in favor of the share issuance.
- 7Newcrest's board unanimously recommends Newcrest shareholders vote in favor of the Scheme.
- 8Potential for a special dividend of up to $1.10 per share from Newcrest, subject to closing.
Frequently Asked Questions
This 8-K filing announces that Newmont Corporation has entered into a material definitive agreement to acquire Newcrest Mining Limited. It outlines the key terms of the acquisition, the conditions precedent, and the expected timeline.
Newcrest shareholders will receive 0.400 shares of Newmont common stock or 0.400 CHESS Depositary Interests (CDIs) for each ordinary share of Newcrest they hold. The choice between stock and CDIs may depend on their country of residence and stated preferences.
The transaction is subject to several conditions, including approval by a majority of Newcrest shareholders and 75% of the votes cast on the scheme, approval by Newmont stockholders for the stock issuance, various regulatory approvals (e.g., FIRB in Australia, Competition Bureau in Canada), court approval of the scheme in Australia, and the absence of material adverse changes for either company.
The closing of the transaction is anticipated to occur in the fourth quarter of calendar year 2023, subject to the satisfaction or waiver of all closing conditions.