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It feels very familiar. For the second time in eight years, Barrick Gold Corp. is angling to break up somebody else’s big deal. This time, the odds aren’t on its side.

In April, 2011, the Canadian gold miner stunned investors with a $7.3-billion bid for copper producer Equinox Minerals Ltd. Barrick’s deal trumped an offer from China’s Minmetals Resources Ltd. With its rich bid, all in cash, Barrick won the prize. Then it lost big: The Equinox purchase turned out to be a disaster from which it is still recovering.

Lesson learned. With its hostile, all-stock bid for Newmont Mining Corp., Barrick is trying to avoid the mistake of a debt-financed deal. This time, it’s trying to break up Newmont’s friendly merger with Goldcorp Inc. If successful, Barrick will have pulled off the gold sector’s largest-ever deal, worth more than US$17-billion.

Because the Newmont-Goldcorp shareholder vote is just more than four weeks away, Barrick needs to influence the hearts and minds of Newmont shareholders quickly. That won’t be easy. This deal is different.

A hostile bid with no premium: To win over Equinox shareholders, Barrick agreed to pay a 30-per-cent premium, with cash. That came back to haunt Barrick, because the deal saddled its balance sheet with billions in new debt and the commodity bull run crashed soon after.

After years spent fixing its balance sheet, Barrick bought Randgold Resources Ltd. in a US$6-billion all-share, no-premium transaction last fall. Executive chairman John Thornton had promised not to overextend the company again, and he delivered. But that was a friendly transaction. Barrick has to convince Newmont shareholders its merger plan is better for them than going with Goldcorp – even without a sweetener.

The dominant shareholders are ETFs: Barrick would be better positioned if some of its target’s big, institutional shareholders came out in support of its bid. But Newmont’s largest holders are mostly exchange-traded funds that technically hold their stakes on behalf of individual shareholders.

ETF providers often follow the recommendations of proxy advisers such as Institutional Shareholder Services and Glass Lewis when considering takeovers. The question is whether they will rely on their own proprietary research this time around.

Newmont’s board isn’t likely to play along: Barrick is trying to lower the ownership threshold required to call a special meeting to vote on Newmont’s board. Why? Because under the terms of its Goldcorp deal, Newmont’s board has the right to reject Barrick’s bid outright – in other words, to not even put it to a shareholder vote.

American “poison pill” rules are also a factor. In the United States, boards can trigger a poison pill – a tactic to defend against a hostile bidder – and the pill can stay indefinitely. In Canada, the poison pill defence often disappears after 105 days.

That matters because the rivalry between Newmont and Barrick runs deep. The U.S. miner may be open to a joint venture in Nevada, and the two companies even held talks about it last year, yet they broke off because Barrick wouldn’t settle for anything but full control.

Newmont has been the better-run company: This is a rare instance where the target has been the better-managed company, at least in recent years. Because of the Equinox deal and numerous other setbacks, Barrick shares are still trading around the same price they did in 1992. Newmont’s debt burden is much more manageable than Barrick’s and its shares have performed much better. They’re up 65 per cent in the nearly five years since the day in April, 2014, when the two companies broke off serious talks about a deal.

Barrick has new leadership: Barrick notes that Randgold’s management team, led by chief executive Mark Bristow, is now in charge. So, this isn’t the Barrick of old, even though executive chairman Mr. Thornton remains in place.

However, that puts a spotlight on Mr. Bristow’s intentions. If Barrick’s hostile bid is successful, it would mean that Mr. Bristow went from running Randgold, a mid-tier African gold producer, to controlling the world’s largest gold miner with a global portfolio – all in less than a year. Mr. Bristow needs to make a persuasive business case for the takeover, or risk being seen as a mere empire-builder.