Barrick Gold Corp.’s chief executive officer says he is open to a joint venture with Newmont Mining Corp. to combine the companies’ Nevada operations instead of taking over the U.S. gold producer.
“We would be delighted to meet Newmont to see if they’re sincere, and see if a JV can be agreed upon,” Mark Bristow said in an interview Monday. “We’ll consider [dropping the hostile bid] when we get a workable JV.”
Barrick last week proposed acquiring Colorado-based Newmont for US$17.8-billion in a deal valued at 8 per cent below Newmont’s stock price. The Toronto-based miner said that no takeover premium was necessary because the combination of the two giants would generate at least US$750-million a year in cost savings over the first five years. Most of those savings are in Nevada, where they both have large mines in the same region.
On Monday, Newmont formally rejected Barrick Gold Corp.’s takeover offer, criticizing its “high risk” mine portfolio and its governance record, and calling out its new CEO, Mr. Bristow, for his inexperience in running a global mining company.
“The emperor doesn’t have anything to sell,” Gary Goldberg, chief executive of Newmont, said in an interview of Mr. Bristow’s attempts to woo the investment community.
Newmont put forward its own proposal for a Nevada joint venture, on terms that would see the two companies share management control while Barrick owns a 55-per-cent economic interest.
Mr. Bristow, though, rejected Newmont’s joint-venture terms. Successful JVs are based on the majority owner also being the operator, he said, while arguing that the ownership should be divided 63/37 in favour of Barrick.
After more than 20 years of the two companies trying and failing to reach agreement on mergers or Nevada ventures, Mr. Bristow said he is skeptical the companies will actually reach a consensus, and says he will press on with his efforts to convince shareholders of the merits of Barrick’s proposed takeover of Newmont.
At Monday’s closing price, Barrick’s offer values each Newmont share at US$32.14. Newmont shares closed at US$34.45.
Newmont’s already announced proposal to buy Goldcorp Inc. for US$10-billion would be far more beneficial to the company’s cash flow and net asset value than being acquired by Barrick, Mr. Goldberg argued on Monday. He also raised questions about the synergies touted by Barrick in Nevada, saying they are “unsubstantiated.” In a conference call, Mr. Goldberg said “Barrick’s egocentric proposal is designed to transfer value from Newmont’s shareholders to Barrick.”
However, in his own statement, Barrick’s Mr. Bristow said the JV as proposed by Newmont in Nevada was a non-starter.
“Newmont’s latest proposal is essentially based on the stale and convoluted process that foundered previously," he said, referring to past efforts between the two miners to reach agreement.
“Agreeing on the terms of the JV will be an uphill battle as each side advocates for the best deal for its own shareholders,” Christopher LaFemina, an analyst with Jefferies, said in a note to clients on Monday.
Disagreement over the JV in Nevada is also another example of the long-running animus that has persisted for years between the world’s two biggest gold companies. Barrick and Newmont have tried and failed on numerous occasions to hammer out a workable agreement in Nevada, and they have also previously tried to merge. In 2014, takeover talks broke down at the eleventh hour after neither side could agree on who should run the company and where the headquarters should be. In the aftermath, Barrick and Newmont blamed each other in a series of press releases for the failure to get over the finish line.
In early April, Newmont is scheduled to hold a shareholder vote to approve the Goldcorp acquisition. Should that deal be approved, Barrick’s quest to buy Newmont would likely be over, as the company has said it has no interest in buying Newmont if it is successful in acquiring Goldcorp. Mr. Bristow has been vocal about his distaste for Goldcorp’s portfolio of assets calling them “second-tier.”
However, it was revealed on Monday that not long ago, Mr. Bristow actually entertained the possibility of doing his own deal with Goldcorp, while he was still CEO of Randgold Resources.
In its materials on Monday, Newmont published an e-mail sent by Mr. Bristow to Goldcorp’s chairman, Ian Telfer, in 2017. In the correspondence, Mr. Bristow praised Goldcorp’s mine portfolio.
“You have assembled a strong portfolio of assets located in world class districts,” Mr. Bristow wrote at the time. He also indicated that he was willing to meet and chat with Mr. Telfer about the market and “options that might be worthwhile exploring together.”
"He was going around shopping his company to anyone who would listen two years ago,” Newmont’s CEO Mr. Goldberg said on Monday.
“He shopped himself to us. He shopped himself to other places.”
Mr. Goldberg said that despite continuing to meet with Newmont’s biggest shareholders, he doesn’t expect them to reveal in advance which way they’re planning on voting at the coming vote on the Goldcorp transaction.
“Most shareholders tend to hold their votes close to their chest,” he said.
On Monday, shares in both Barrick and Newmont rose by 1.7 per cent and 1.9 per cent, respectively, in Toronto and New York.