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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 4, 2023
Newmont Corporation
(Exact name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31240
(Commission File Number)
84-1611629
(I.R.S. Employer Identification No.)
6900 E. Layton Avenue, Denver, CO 80237
(Address of principal executive offices) (zip code)
(303) 863-7414
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which Registered |
Common stock, par value $1.60 per share |
|
NEM |
|
New York Stock Exchange |
|
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On October 4, 2023,
Newmont Corporation, a Delaware corporation (“Newmont”), issued a press release announcing that it has now
secured all of the government regulatory approvals necessary to proceed with its previously announced transaction (the "Transaction")
with Newcrest Mining Limited (“Newcrest”). Newmont announced in the press release that last week the Philippine
Competition Commission indicated its approval of the Transaction and that this week the Securities Commission of Papua New Guinea
granted the necessary exemptions and other requested confirmations under Papua New Guinea capital markets law. The Transaction remains
subject to the satisfaction of the remaining conditions precedent to
implementation, including approval by Newcrest’s shareholders of the Transaction and approval by Newmont stockholders of the issuance
of the Newmont common stock comprising the consideration in the Transaction.
The press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information
about the Transaction and Where to Find It
None
of this current report on Form 8-K, nor the exhibit hereto, is an offer to purchase or exchange nor a solicitation of an offer to
sell securities of Newmont or Newcrest or the solicitation of any vote or approval in any jurisdiction nor shall there be any such issuance
or transfer of securities of Newmont or Newcrest in any jurisdiction in contravention of applicable law. This current report on Form 8-K
is being made in respect of the transaction involving Newmont and Newcrest pursuant to the terms of a scheme implementation deed dated
May 15, 2023, as amended by a letter deed dated September 4, 2023 (the “Scheme Implementation Deed”)
by and among Newmont, Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares, an indirect wholly owned
subsidiary of Newmont and Newcrest and may be deemed to be soliciting material relating to the transaction. In furtherance of the pending
transaction and subject to future developments, Newmont filed a definitive proxy statement with the United States Securities and Exchange
Commission (the “SEC”) on September 5, 2023 and may file other documents
with the SEC. None of this current report on Form 8-K nor the exhibit hereto is a substitute for the proxy statement, the scheme
booklet dated September 8, 2023 or any other document Newmont or Newcrest has filed or may file with the SEC or Australian regulators
in connection with the pending transaction. INVESTORS AND SECURITY HOLDERS OF NEWMONT AND NEWCREST ARE URGED TO READ THE PROXY STATEMENT,
SCHEME BOOKLET AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE TRANSACTION AS THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Newmont commenced mailing the definitive proxy statement to Newmont stockholders on September 11, 2023. Investors and security holders
may obtain a free copy of the proxy statement, the filings with the SEC that were or will be incorporated by reference into the proxy
statement and other documents containing important information about the transaction and the parties to the transaction, filed by Newmont
with the SEC at the SEC’s website at www.sec.gov. The disclosure documents and other documents that are filed with the SEC by Newmont
may also be obtained on https://www.newmont.com/investors/reports-and-filings/default.aspx or by contacting Newmont’s Investor Relations
department at Daniel.Horton@newmont.com or by calling 303-837-5484.
Participants in the
Transaction Solicitation
Newmont,
Newcrest and certain of their respective directors and executive officers and other employees may be deemed to be participants in any
solicitation of proxies from Newmont shareholders in respect of the pending transaction between Newmont and Newcrest. Information regarding
Newmont’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31,
2022, filed with the SEC on February 23, 2023, as updated by the current report on Form 8-K, filed with the SEC on July 20,
2023, and its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 10, 2023. Information
about Newcrest’s directors and executive officers is set forth in Newcrest’s latest annual financial report dated September 21,
2023 and the scheme booklet dated September 8, 2023, as updated from time to time via announcements made by Newcrest on the Australian
Securities Exchange (“ASX”) website. Additional information regarding
the interests of these participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the definitive proxy statement filed with the SEC on September 5, 2023 and other relevant materials
that have been or will be filed with the SEC in connection with the pending transaction.
Cautionary Statement Regarding Forward-Looking Statements
This
current report on Form 8-K and the exhibit hereto contain “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbor created by such sections and other applicable laws and “forward-looking information” within
the meaning of applicable Australian securities laws. Where a forward-looking statement expresses or implies an expectation or belief
as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However,
such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future
results expressed, projected or implied by the forward-looking statements. Forward-looking statements often address our expected future
business and financial performance and financial condition; and often contain words such as “anticipate,” “intend,”
“plan,” “will,” “would,” “estimate,” “expect,” “pending,” “proposed”
or “potential.” Forward-looking statements may include, without limitation, statements relating to (i) the pending transaction
to acquire the share capital of Newcrest, timing and implementation of the pending transaction, including receipt of required approvals
and satisfaction of other customary closing conditions; (ii) estimates of expected synergies; (iii) estimates of expected incremental
cash flow generation and portfolio optimization opportunities; and (iv) other expectations regarding the combined business.
Estimates or expectations
of future events or results are based upon certain assumptions, which may prove to be incorrect. Risks relating to forward looking statements
in regard to the combined business and future performance may include, but are not limited to, gold and other metals price volatility,
currency fluctuations, operational risks, increased production costs and variances in ore grade or recovery rates from those assumed in
mining plans, political risk, community relations, conflict resolution governmental regulation and judicial outcomes and other risks.
In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty
associated with financial or other projections; the prompt and effective integration of Newmont’s and Newcrest’s businesses
and the ability to achieve the anticipated synergies and value-creation contemplated by the pending transaction; the risk associated with
Newmont’s and Newcrest’s ability to obtain the approval of the pending transaction by their shareholders required to implement
the pending transaction and the timing of the implementation of the pending transaction, including the risk that the conditions to the
pending transaction are not satisfied on a timely basis or at all and the failure of the pending transaction to be implemented for any
other reason; the risk that a consent or authorization that may be required for the pending transaction is not obtained or is obtained
subject to conditions that are not anticipated; the outcome of any legal proceedings that have been or may be instituted against the parties
and others related to the Scheme Implementation Deed; unanticipated difficulties or expenditures relating to the pending transaction,
the response of business partners and retention as a result of the announcement and pendency of the transaction; risks relating to the
value of the scheme consideration to be issued in connection with the pending transaction; the anticipated size of the markets and continued
demand for Newmont’s and Newcrest’s resources and the impact of competitive responses to the announcement of the transaction;
and the diversion of management time on pending transaction-related issues. For a more detailed discussion of such risks and other factors,
see Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23,
2023, as updated by the current report on Form 8-K, filed with the SEC on July 20, 2023, as well as Newmont’s other SEC
filings, including the definitive proxy statement, filed with the SEC on September 5, 2023, under the heading “Risk Factors”,
and other factors identified in Newmont’s reports filed with the SEC available on the SEC website or www.newmont.com. Newcrest’s
most recent annual financial report for the fiscal year ended June 30, 2023 as well as Newcrest’s other filings made with Australian
securities regulatory authorities are available on the ASX website (www.asx.com.au) or www.newcrest.com. Newmont and Newcrest do not undertake
any obligation to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to
reflect events or circumstances after the date of this current report on Form 8-K, or to reflect the occurrence of unanticipated
events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously
issued “forward-looking statement” constitutes a reaffirmation of that statement. Continued reliance on “forward-looking
statements” is at investors’ own risk.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Newmont Corporation |
|
|
|
Date: October 4, 2023 |
By: |
/s/ Logan Hennessey |
|
|
Logan Hennessey |
|
|
Vice President, Associate General Counsel and Corporate Secretary |
Exhibit 99.1
Newmont Cleared by PNG’s Securities Commission
to Proceed with Proposed Acquisition of Newcrest
All Regulatory Approvals Needed for Transaction
Are Now Secured
DENVER--(BUSINESS WIRE)-- Newmont
Corporation (NYSE: NEM, TSX: NGT) announced that the Securities Commission of Papua New Guinea
(SCPNG) has granted the necessary exemptions and other requested confirmations under PNG capital markets law to allow the Company to
proceed with its proposed acquisition of Newcrest Mining Limited (ASX, TSX, PNGX: NCM). Last week, the Philippine
Competition Commission (PCC) also indicated its approval of the proposed transaction. All of the government regulatory approvals necessary
for the transaction to proceed have now been secured.
Newmont’s President and Chief Executive Officer, Tom Palmer,
thanked PNG’s government and went on to state, “We look forward to building strong and mutually beneficial partnerships with
the government and people of Papua New Guinea to generate lasting shared value and meaningful economic development through the world-class
Lihir gold mine and the highly prospective Wafi-Golpu gold and copper project. As the world’s leading gold company, we recognize
PNG’s significant, untapped economic potential and support providing its citizens the opportunity to invest in and benefit from
our operations, projects and social contributions.”
Newmont recently
announced it has taken steps to establish a dedicated Business Unit in PNG with the appointment of Alwyn Pretorius who will assume
the role of Managing Director and be based in Port Moresby. Newmont also plans to establish a secondary listing of Newmont stock
depositary interests on the PNGX from closing of the transaction.
On May 14, 2023, Newmont announced its definitive agreement
to acquire Newcrest. The combination would create a world-class portfolio of assets with the highest concentration of Tier 1 operations,
primarily in favorable, low-risk mining jurisdictions. Upon closing of the transaction, the combined Company would deliver a multi-decade
production profile from 10 large, long-life, low cost Tier 1 operations, and increased annual copper production,
primarily from Australia and Canada. The combined business is anticipated to generate annual pre-tax synergies of $500 million, expected
to be achieved within the first 24 months, while also targeting at least $2 billion in cash improvements through portfolio optimization
in the first two years after closing.1
Newmont and Newcrest anticipate the transaction closing in the fourth
quarter of this year, subject to the satisfaction of customary closing conditions. Newmont stockholders will vote on the proposed transaction
on October 11, 2023, at 8:00 a.m. MDT and Newcrest’s shareholder vote will take place on Friday, October 13, 2023,
at 10:30 a.m. AEDT.
###
1 See cautionary statement for additional information.
About Newmont
Newmont is the world’s leading gold company and a producer of
copper, silver, zinc and lead. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining
jurisdictions in North America, South America, Australia and Africa. Newmont is the only gold producer listed in the S&P 500 Index
and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value
creation, supported by robust safety standards, superior execution and technical expertise. Newmont was founded in 1921 and has been publicly
traded since 1925.
At Newmont, our purpose is to create value and improve lives through
sustainable and responsible mining. To learn more about Newmont’s sustainability strategy and initiatives, go to www.newmont.com.
Media Contact
Omar Jabara
720.212.9651
omar.jabara@newmont.com
Investor Contact
Daniel Horton
303.837.5468
daniel.horton@newmont.com
Additional Information about the Transaction
and Where to Find It
This communication is not an offer to purchase
or exchange, nor a solicitation of an offer to sell securities of Newmont Corporation (“Newmont”) or Newcrest Mining Limited
(“Newcrest”) nor the solicitation of any vote or approval in any jurisdiction nor shall there be any such issuance or transfer
of securities of Newmont or Newcrest in any jurisdiction in contravention of applicable law. This communication is being made in respect
of the transaction involving Newmont and Newcrest pursuant to the terms of a scheme implementation deed dated May 15, 2023, as amended
by a letter dated September 4, 2023 (the “Scheme Implementation Deed”) by and among Newmont, Newmont Overseas Holdings
Pty Ltd, an Australian proprietary company limited by shares, an indirect wholly owned subsidiary of Newmont, and Newcrest and may be
deemed to be soliciting material relating to the transaction. In furtherance of the pending transaction and subject to future developments,
Newmont filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on September 5, 2023
and may file other documents with the SEC. This communication is not a substitute for the proxy statement, the scheme booklet or other
document Newmont or Newcrest has filed or may file with the SEC or Australian regulators in connection with the pending transaction.
INVESTORS AND SECURITY HOLDERS OF NEWMONT AND NEWCREST ARE URGED TO READ THE PROXY STATEMENT, SCHEME BOOKLET AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION AS THEY DO AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement was
mailed to Newmont stockholders. Investors and security holders may obtain a free copy of the proxy statement, the filings with the SEC
that were incorporated by reference into the proxy statement, the scheme booklet and other documents containing important information
about the transaction and the parties to the transaction, filed by Newmont with the SEC at the SEC’s website at www.sec.gov.
The disclosure documents and other documents that are filed with the SEC by Newmont may also be obtained on https://www.newmont.com/investors/reports-and-filings/default.aspx
or by contacting Newmont’s Investor Relations department at Daniel.Horton@newmont.com or by calling 303-837-5484.
Participants in the Transaction Solicitation
Newmont, Newcrest and certain of their respective
directors and executive officers and other employees may be deemed to be participants in any solicitation of proxies from Newmont shareholders
in respect of the pending transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers
is available in its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23,
2023, as updated by the current report on Form 8-K, filed with the SEC on July 20, 2023, and its proxy statement for its 2023
Annual Meeting of Stockholders, which was filed with the SEC on March 10, 2023. Information about Newcrest’s directors and
executive officers is set forth in Newcrest’s latest annual financial report dated August 11, 2023, as updated from time to
time via announcements made by Newcrest on the Australian Securities Exchange (“ASX”). Additional information regarding the
interests of these participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the definitive proxy statement filed with the SEC on September 5, 2023 and other relevant materials
that have been or will be filed with the SEC in connection with the pending transaction.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws
and “forward-looking information” within the meaning of applicable Australian securities laws. Where a forward-looking statement
expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause
actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Forward-looking
statements often address our expected future business and financial performance and financial condition; and often contain words such
as “anticipate,” “intend,” “plan,” “will,” “would,” “estimate,”
“expect,” “pending,” “proposed” or “potential.” Forward-looking statements may include,
without limitation, statements relating to (i) the pending transaction to acquire the share capital of Newcrest, timing and closing
of the pending transaction, including receipt of required approvals and satisfaction of other customary closing conditions; (ii) estimates
of expected synergies; (iii) estimates of expected incremental cash flow generation and portfolio optimization opportunities; and
(iv) other expectations regarding the combined business.
Estimates or expectations of future events or
results are based upon certain assumptions, which may prove to be incorrect. Risks relating to forward looking statements in regard to
the combined business and future performance may include, but are not limited to, gold and other metals price volatility, currency fluctuations,
operational risks, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, political
risk, community relations, conflict resolution, governmental regulation and judicial outcomes and other risks. In addition, material
risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial
or other projections; the prompt and effective integration of Newmont’s and Newcrest’s businesses and the ability to achieve
the anticipated synergies and value-creation contemplated by the pending transaction; the risk associated with Newmont’s and Newcrest’s
ability to obtain the approval of the pending transaction by their shareholders required to consummate the pending transaction and the
timing of the closing of the pending transaction, including the risk that the conditions to the pending transaction are not satisfied
on a timely basis or at all and the failure of the pending transaction to close for any other reason; the risk that a consent or authorization
that may be required for the pending transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome
of any legal proceedings that may be instituted against the parties and others related to the Scheme Implementation Deed; unanticipated
difficulties or expenditures relating to the pending transaction, the response of business partners and retention as a result of the
announcement and pendency of the transaction; risks relating to the value of the scheme consideration to be issued in connection with
the pending transaction; the anticipated size of the markets and continued demand for Newmont’s and Newcrest’s resources
and the impact of competitive responses to the announcement of the transaction; and the diversion of management time on pending transaction-related
issues. For a more detailed discussion of such risks and other factors, see Newmont’s Annual Report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on February 23, 2023, as updated by the current report on Form 8-K, filed
with the SEC on July 20, 2023, as well as Newmont’s other SEC filings, including the definitive proxy statement, filed with
the SEC on September 5, 2023, available on the SEC website or www.newmont.com. Newcrest’s most recent annual financial
report for the fiscal year ended June 30, 2023 as well as Newcrest’s other filings made with Australian securities regulatory
authorities are available on ASX (www.asx.com.au) or www.newcrest.com. Newmont and Newcrest do not undertake any obligation
to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect events
or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required
under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement”
constitutes a reaffirmation of that statement. Continued reliance on “forward-looking statements” is at investors’
own risk.
Synergies and value creation as used herein are
management estimates provided for illustrative purposes and should not be considered a GAAP or non-GAAP financial measure. Synergies represent
management’s combined estimate of pre-tax synergies, supply chain efficiencies and Full Potential improvements, as a result of the
integration of Newmont’s and Newcrest’s businesses that have been monetized for the purposes of the estimation. Because synergies
estimates reflect differences between certain actual costs incurred and management estimates of costs that would have been incurred in
the absence of the integration of Newmont’s and Newcrest’s businesses, such estimates are necessarily imprecise and are based
on numerous judgments and assumptions. Synergies are “forward-looking statements” subject to risks, uncertainties and other
factors which could cause actual value creation to differ from expected or past synergies.
“Tier 1 assets” is defined as having,
on average over such asset’s mine life: (1) production of over 500,000 gold equivalent ounces per year on a consolidated basis,
(2) average AISC per ounce in the lower half of the industry cost curve, (3) an expected mine life of over 10 years, and (4) operations
in countries that are classified in the A and B rating ranges for Moody’s, S&P and Fitch. For the definitions of such terms
and metrics with respect to Newmont, see Newmont’s annual report on Form 10-K on file with the SEC. Such terms and metrics
with respect to Newcrest’s assets are as calculated by Newcrest and disclosed in public filings lodged with the Australian Stock
Exchange. With respect to other assets in the industry, such terms and metrics are as published in public filings of the third party entities
reporting with respect to those assets. Our methods of calculating operating metrics, such as AISC, and those of third parties may differ
for similarly titled metrics published by other parties due to differences in methodology.
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Newmont (NYSE:NEM)
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Newmont (NYSE:NEM)
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