The courtship of Newmont Mining Corp. shareholders has begun.
This week, the world’s two biggest gold companies launched duelling campaigns in an attempt to convince Newmont shareholders of the merits of two very different takeover deals – either of which would change the makeup of the global gold industry.
On Monday, Toronto-based Barrick Gold Corp. tabled an unusual US$17.8-billion all-stock takeover bid for its biggest rival, Newmont Mining Corp. Barrick is aiming to thwart Newmont’s own $10-billion planned takeover of Vancouver-based Goldcorp Inc.
Barrick and Newmont officials are holding talks with major Newmont shareholders, making the case for their respective takeover offers. The companies’ top executives traded barbs this week, with Newmont chief executive Gary Goldberg calling Barrick’s hostile offer “a desperate act" and Barrick chief executive Mark Bristow labelling Mr. Goldberg’s criticisms as “schoolboy playground indignation.”
Barrick’s challenge is to explain why Newmont shareholders should accept an offer with no premium. Barrick’s offer of 2.5694 Barrick shares for each Newmont share, in fact, valued Newmont shares at 8 per cent below their trading price before the deal was announced. After a week of stock trading the discount stands at nearly 7 per cent at Friday’s closing prices.
Newmont NYSE-listed shares finished at US$33.82, while Barrick stock ended the week at $16.35 on the TSX.
The trading suggests investors don’t see Barrick’s offer as the winning bid. Still, some Newmont shareholders remain open to the concept of a Barrick tie-up with Newmont.
German institutional investor Flossbach von Storch AG, a major Newmont shareholder with a 2.7-per-cent stake, noted the substantial cost savings that could be attained by combining the adjacent Nevada mining operations of Barrick and Newmont.
"Possible synergies are in our interest,” Flossback spokesman Jens Hagen wrote in an e-mail to The Globe and Mail. The firm has not made a final decision.
Barrick also has to make a tactical decision about whether and when it should sweeten its offer. Newmont’s biggest shareholders have yet to weigh in definitively on which transaction they believe is superior, and it’s possible that none will tip their hand until the last minute. Vanguard Group Inc., BlackRock Inc., Van Eck Associates and State Street Global Advisors are the top holders of Newmont’s stock with a collective stake of around 30 per cent, according to Refinitiv data.
Barrick can wait for the moment, but the clock is ticking. In early April, Newmont shareholders will vote on the Goldcorp acquisition plan. If the vote is passed, Newmont can quickly close the transaction. That would effectively kill Barrick’s gambit: Mr. Bristow said his company is only interested in Newmont, and not Goldcorp.
“If I were advising [Barrick], I would tell them you need to play your best card by the end of March,” said Jim Kofman vice-chair with independent Toronto-based investment bank Cormark Securities Inc. "If you’re the bidder, you don’t really want to make moves sooner than you want to,” he said.
Barrick’s Mr. Bristow has argued the projected synergies in Nevada of US$750-million a year “are the premium.” Still, some expect Barrick to ultimately boost its offer, for the sake of winning over Newmont’s board and to swing the deal from hostile to friendly.
Jim Milligan, global natural resources strategist with New York-based Olivetree Financial, which advises institutional shareholders on special situations, predicts that Barrick will end up tabling a superior offer for Newmont before that key shareholder vote takes place.
"You never come out with your best offer first,” Mr. Milligan said. He sees Barrick eventually offering a premium on the order of 10 per cent for Newmont.
One factor in Barrick’s favour is the low likelihood of a counterbid for Newmont. Since Barrick and Newmont are the biggest gold companies in the world by far, there is little chance of a rival white knight bid emerging for Newmont.