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Shares in Goldcorp Inc. came under selling pressure on Friday as a growing cadre of Newmont Mining Corp.’s shareholders voiced opposition to the terms of the U.S. miner’s US$10-billion takeover offer.

On Friday, Joe Foster, portfolio manager with VanEck, said concerns raised by New York hedge fund Paulson & Co. have merit and agreed that Newmont was overpaying for Goldcorp.

And British Columbia Investment Management Corp. voiced its opposition to a recent pay package announced for outgoing Goldcorp chairman Ian Telfer, saying it intends to vote against the acquisition of Goldcorp partly because of the “egregious payout.”

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Earlier in the week, Paulson argued that Newmont is paying about 23 per cent too much for Goldcorp, especially considering that Newmont has only increased in value since it recently announced a joint-venture agreement with Barrick Gold Corp.

“The JV was not factored into the Goldcorp Newmont price," said Mr. Foster in an interview.

VanEck is Goldcorp’s biggest shareholder and Newmont’s third biggest, according to Refinitiv data.

"These companies need to go back and either factor it into the price, or think of some other arrangement whereby Newmont shareholders get compensated,” he added.

Under the original terms announced in January, Newmont offered to buy Goldcorp in a mostly stock deal at a 17-per-cent premium.

Newmont is offering 0.328 of a Newmont share and US$0.02 in cash for each Goldcorp share. Paulson believes Newmont should pay no more than 0.254 of a Newmont share for Goldcorp.

Desjardins Securities Inc. analyst Josh Wolfson said Newmont could appease its discontented shareholders by paying out a special dividend before the Goldcorp transaction closes.

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Newmont declined comment on Friday. In an e-mailed statement to The Globe and Mail, a Goldcorp spokesperson said, “We remain committed to the transaction and recommend shareholders vote in favour.”

Shares in Goldcorp fell by as much as 4.5 per cent on Friday, before recovering to close down 2.9 per cent on the Toronto Stock Exchange.

If Newmont succeeds in buying Goldcorp, it will surpass arch rival Barrick to become the biggest gold miner in the world by market value, production and reserves. But its quest has been controversial from the start. Last month, not long after Newmont announced the friendly transaction with Goldcorp, Barrick made a US$17.8-billion hostile push to buy Newmont. Toronto-based Barrick also urged Newmont to ditch the offer for Goldcorp. Later, Barrick suddenly dropped its bid for Newmont after the two miners agreed to join forces in a joint venture in Nevada instead.

Goldcorp later announced it had approved a near-tripling in Mr. Telfer’s retirement payout to US$12-million from US$4.5-million. The windfall payment angered a number of long-time shareholders such as VanEck’s Mr. Foster and British Columbia Investment Management Corp. (BCI).

“This is inconsistent with the governance principle of pay-for-performance and sets a troubling precedent in the capital markets,” BCI said in a statement.

“BCI finds this decision to be fundamentally misaligned with the interests of shareholders who have experienced a significant destruction of almost 53 per cent in value since 2006.″

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VanEck’s Mr. Foster believes Goldcorp should reduce Mr. Telfer’s compensation.

Mr. Telfer did not respond to a request for comment.

According to its most recent public disclosure, BCI owns 3.9 million shares in Goldcorp and 200,000 shares of Newmont.

Despite the anger from some stakeholders, proxy adviser Institutional Shareholder Services recommended that Goldcorp shareholders vote in favour of the deal saying it "makes strategic sense as Newmont is a larger and well-established player in the same industry. "

Institutional investors rely heavily on proxy advisory firms before making a decision on how to vote in takeover contests.

On April 4, Goldcorp shareholders will meet to consider the merits of the deal. Newmont shareholders will convene on April 11.

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