Federal Court of Australia Orders Convening of
Scheme Meeting and Dispatch of Scheme Booklet
Newmont Corporation (NYSE: NEM, TSX: NGT) has announced a
special meeting of stockholders and the filing of its definitive
proxy statement in connection with the Company’s proposed
acquisition of Newcrest Mining Limited (ASX, TSX, PNGX: NCM) by way
of a Scheme of Arrangement (“Scheme”). Newmont notified
stockholders that the meeting will take place virtually on
Wednesday, October 11, 2023, at 8:00 a.m. Mountain Daylight
Time.
Newmont stockholders will be asked to vote on, among other
proposals, the issuance of shares of Newmont common stock in
connection with the Scheme. Newmont’s Board of Directors
unanimously recommends that Newmont stockholders vote in favor of
each of the proposals that are included in the definitive proxy
statement.
Newcrest also announced that the Federal Court of Australia has
made orders:
- That Newcrest convene a meeting of Newcrest shareholders to
consider and vote on the Scheme (“Scheme Meeting”); and
- Approving the dispatch of an explanatory statement providing
information about the Scheme, together with the notice of Scheme
Meeting (together, the “Scheme Booklet”), to Newcrest
shareholders.
Newcrest’s shareholder vote will be held in person and online on
Friday, October 13, 2023, at 10:30 a.m. Australian Eastern Daylight
Time.
“Once approved, Newmont and Newcrest shareholders will own an
unmatched portfolio of gold and copper assets, including 10 Tier 1
operations, each with the scale, mine life and cost profile to
sustain profitable production and best-in-class sustainability
performance decades into the future,” said Tom Palmer, Newmont’s
President and Chief Executive Officer.
On May 14, 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
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.
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 will be mailed to Newmont stockholders.
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 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.
As used herein, Tier 1 / World-class asset is defined as +500k
GEO’s/year consolidated, average AISC/oz in the lower half of the
industry cost curve and a mine life >10 years in countries that,
on average, are classified in the A and B rating ranges by Moody’s,
S&P or Fitch.
1 See cautionary statement for additional information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230907620317/en/
Media Contact Omar Jabara
720.212.9651 omar.jabara@newmont.com
Investor Contact Daniel Horton
303.837.5468 daniel.horton@newmont.com
Newcrest Mining (TSX:NCM)
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Newcrest Mining (TSX:NCM)
過去 株価チャート
から 11 2023 まで 11 2024
