Newmont Corporation’s (NYSE: NEM, TSX: NGT) President and Chief
Executive Officer, Tom Palmer, today issued the following statement
after the Scheme of Arrangement (“Scheme”), under which Newcrest
Mining Limited (ASX, TSX, PNGX: NCM) will be acquired by Newmont,
became legally effective under Australian law. This followed
lodging of the orders of the Federal Court of Australia with the
Australian Securities and Investments Commission after Newcrest’s
shareholders voted in favor of the Scheme.
“This milestone represents a pivotal and historic moment in our
strategy to create the world’s premier gold and copper company by
consolidating Tier 1 assets in the world’s most favorable mining
jurisdictions,” said Tom Palmer, Newmont’s President and Chief
Executive Officer. “Once complete, our combined business will
feature 10, Tier 1 operations supporting decades of safe,
profitable, and responsible gold and copper production, with
best-in-class sustainability performance. We appreciate Newcrest’s
and Newmont’s shareholders’ vote of confidence in our value-focused
strategy, proven operating model and seasoned management team.”
All regulatory, shareholder and legal approvals for the proposed
acquisition of Newcrest by Newmont have been secured. Newmont and
Newcrest expect the transaction to close in early November.
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 One
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.
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 Mining Limited ("Newcrest”),
timing and implementation of the pending transaction, including
satisfaction of 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 Corporation’s (“Newmont”) and
Newcrest’s businesses and the ability to achieve the anticipated
synergies and value-creation contemplated by the pending
transaction; the risk associated with the timing of the
implementation of the pending transaction, including the risk that
the pending transaction may fail to be implemented for any reason;
the outcome of any legal proceedings that have been or may be
instituted against the parties and others related to a scheme
implementation deed dated May 15, 2023, as amended by a letter
dated September 4, 2023 and further amended from time to time;
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 United States Securities and Exchange Commission (“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
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.
Portfolio optimization as used in this press release is a
management estimate provided for illustrative purposes and should
not be considered a GAAP or non-GAAP financial measure. Because the
enhancement to cash flow estimates the differences between certain
actual cash flows and management estimates of cash flows 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. Portfolio optimization to enhance cash
flows is a “forward-looking statement” subject to risks,
uncertainties and other factors which could cause enhanced cash
flows to differ from expectations.
“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 All-In
Sustaining Cost (“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.
1 See cautionary statement for additional information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231018320858/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)
過去 株価チャート
から 10 2024 まで 11 2024
Newcrest Mining (TSX:NCM)
過去 株価チャート
から 11 2023 まで 11 2024
