DENVER, March 26, 2019 /PRNewswire/ -- Newmont
Mining Corporation (NYSE: NEM) (Newmont or the Company) today
announced that independent proxy advisory firm Institutional
Shareholder Services Inc. (ISS), has recommended that Newmont
shareholders vote "FOR" each of the Company's resolutions in
connection with the proposed combination with Goldcorp Inc. (NYSE:
GG, TSX: G) (Goldcorp) at the special shareholder meeting scheduled
for April 11, 2019.
In its March 25, 2019 report, ISS
stated1:
The company offers a sound
strategic rationale, as the combination is expected to create the
world's largest gold miner with a diverse asset portfolio in
favorable mining geographies.
A vote FOR this proposal is
warranted given the solid strategic rationale and expected
financial benefits, which are bolstered by the recent addition of a
special dividend to NEM shareholders.
Commenting on the report, Gary
Goldberg, Newmont's Chief Executive Officer, said:
"We are pleased that ISS
recognizes the compelling value proposition of the Newmont Goldcorp
combination to create an unmatched portfolio of world class
operations, projects, exploration opportunities, Reserves and
talent in the gold mining sector. We look forward to completing the
transaction with Goldcorp, and urge all Newmont shareholders to
follow the recommendation of ISS and Newmont's Board of Directors'
by voting 'FOR' each of the resolutions relating to the proposed
combination with Goldcorp at the upcoming special shareholder
meeting."
Newmont and Goldcorp expect the transaction to close in the
second quarter of 2019, subject to approval by Newmont and Goldcorp
shareholders and the satisfaction of customary closing conditions
and regulatory approvals.
Immediately upon the closing of this transaction, Newmont
Goldcorp will:
- Be accretive to Newmont's Net Asset Value per share by 27
percent, and 34 percent accretive to the Company's 2020 cash flow
per share;i
- Begin delivering a combined $365
million in expected annual pre-tax synergies, supply chain
efficiencies and Full Potential improvements representing the
opportunity to create $4.4 billion in
Net Present Value (pre-tax);ii
- Target 6-7 million ounces of steady-state gold production over
a decades-long time horizon;i
- Have the largest gold Reserves and Resources in the gold
sector, including on a per share basis;
- Be located in favorable mining jurisdictions and prolific gold
districts on four continents;
- Deliver the highest dividend among senior gold
producers;iii
- Offer financial flexibility and an investment-grade balance
sheet to advance the most promising projects generating a targeted
Internal Rate of Return (IRR) of at least 15
percent;iv
- Feature a deep bench of accomplished business leaders and
high-performing technical teams and other talent with extensive
mining industry experience; and
- Maintain industry leadership in environmental, social and
governance performance.
About Newmont
Newmont is a leading gold and copper producer. The Company's
operations are primarily in the United
States, Australia,
Ghana, Peru and Suriname. Newmont is the only gold
producer listed in the S&P 500 Index and was named the mining
industry leader by the Dow Jones Sustainability World Index in
2015, 2016, 2017 and 2018. The Company is an industry leader in
value creation, supported by its leading technical, environmental,
social and safety performance. Newmont was founded in 1921 and has
been publicly traded since 1925.
Cautionary Statement Regarding Forward-Looking
Statements:
This press release 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
Canadian 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," "believe," "target," "indicative,"
"preliminary," or "potential." Forward-looking statements in this
press release may include, without limitation: (i) statements
relating to Newmont's planned acquisition of Goldcorp (the
"proposed transaction") and the expected terms, timing and closing
of the proposed transaction, including receipt of required
approvals and satisfaction of other customary closing conditions;
(ii) estimates of future production and sales, including expected
annual production range; (iii) estimates of future costs applicable
to sales and all-in sustaining costs; (iv) expectations regarding
accretion; (v) estimates of future capital expenditures; (vi)
estimates of future cost reductions, efficiencies and synergies,
including, without limitation, G&A savings, supply chain
efficiencies, full potential improvement, integration opportunities
and other improvements and savings; (vii) expectations regarding
future exploration and the development, growth and potential of
Newmont's and Goldcorp's operations, project pipeline and
investments, including, without limitation, project returns,
expected average IRR, schedule, decision dates, mine life,
commercial start, first production, capital average production,
average costs and upside potential; (viii) expectations regarding
future investments or divestitures; (ix) expectations of future
dividends and returns to stockholders, including, statements
regarding Newmont's special dividend, including its record date and
payment date; (x) expectations of future free cash flow generation,
liquidity, balance sheet strength and credit ratings; (xi)
expectations of future equity and enterprise value; (xii)
expectations of future plans and benefits; (xiii) expectations
regarding future mineralization, including, without limitation,
expectations regarding reserves and resources, grade and
recoveries; (xiv) estimates of future closure costs and
liabilities; and (xv) the possible joint venture in Nevada, including the potential synergies,
value creation and benefits thereof. Estimates or expectations of
future events or results are based upon certain assumptions, which
may prove to be incorrect. Such assumptions, include, but are not
limited to: (i) there being no significant change to current
geotechnical, metallurgical, hydrological and other physical
conditions; (ii) permitting, development, operations and expansion
of Newmont's and Goldcorp's operations and projects being
consistent with current expectations and mine plans, including,
without limitation, receipt of export approvals; (iii) political
developments in any jurisdiction in which Newmont and Goldcorp
operate being consistent with its current expectations; (iv)
certain exchange rate assumptions for the Australian dollar or the
Canadian dollar to the U.S. dollar, as well as other exchange rates
being approximately consistent with current levels; (v) certain
price assumptions for gold, copper, silver, zinc, lead and oil;
(vi) prices for key supplies being approximately consistent with
current levels; (vii) the accuracy of current mineral reserve,
mineral resource and mineralized material estimates; (viii) the
satisfaction of conditions to the special dividend payment; and
(ix) other planning assumptions. Risks relating to forward-looking
statements in regard to the Newmont's and Goldcorp's 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's and Goldcorp's businesses and the ability
to achieve the anticipated synergies and value-creation
contemplated by the proposed transaction; the risk associated with
Newmont's and Goldcorp's ability to obtain the approval of the
proposed transaction by their stockholders required to consummate
the proposed transaction and the timing of the closing of the
proposed transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the risk
that a consent or authorization that may be required for the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the arrangement agreement; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; potential volatility in the price of Newmont
Common Stock due to the proposed transaction; the anticipated size
of the markets and continued demand for Newmont's and Goldcorp's
resources and the impact of competitive responses to the
announcement of the transaction; and the diversion of management
time on transaction-related issues. For a more detailed discussion
of such risks and other factors, see Newmont's 2018 Annual Report
on Form 10-K, filed with the Securities and Exchange Commission
(SEC) as well as the Company's other SEC filings, available on the
SEC website or www.newmont.com, Goldcorp's most recent annual
information form as well as Goldcorp's other filings made with
Canadian securities regulatory authorities and available on SEDAR,
on the SEC website or www.goldcorp.com. Newmont is not affirming or
adopting any statements or reports attributed to Goldcorp
(including prior mineral reserve and resource declaration) in this
press release or made by Goldcorp outside of this press release.
Goldcorp is not affirming or adopting any statements or reports
attributed to Newmont (including prior mineral reserve and resource
declaration) in this press release or made by Newmont outside of
this press release. Newmont and Goldcorp 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 press release, 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.
Additional information about the proposed transaction and
where to find it
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This communication
is being made in respect of the proposed transaction involving the
Company and Goldcorp pursuant to the terms of an Arrangement
Agreement by and among the Company and Goldcorp and may be deemed
to be soliciting material relating to the proposed transaction. In
connection with the proposed transaction, the Company filed a proxy
statement relating to a special meeting of its stockholders with
the SEC on March 11, 2019.
Additionally, the Company filed and will file other relevant
materials in connection with the proposed transaction with the SEC.
Security holders of the Company are urged to read the proxy
statement regarding the proposed transaction and any other relevant
materials carefully in their entirety when they become available
before making any voting or investment decision with respect to the
proposed transaction because they contain and will contain
important information about the proposed transaction and the
parties to the transaction. The definitive proxy statement was
mailed to the Company's stockholders on March 14, 2019. Stockholders of the Company are
able to obtain a copy of the proxy statement, the filings with the
SEC that have been and will be incorporated by reference into the
proxy statement as well as other filings containing information
about the proposed transaction and the parties to the transaction
made by the Company with the SEC free of charge at the SEC's
website at www.sec.gov, on the Company's website at
www.newmont.com/investor-relations/default.aspx or by contacting
the Company's Investor Relations department at
jessica.largent@newmont.com or by calling 303-837-5484. Copies of
the documents filed with the SEC by Goldcorp are available free of
charge at the SEC's website at www.sec.gov.
Participants in the proposed transaction solicitation
The Company and its directors, its executive officers, members
of its management, its employees and other persons, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of the Company's stockholders in connection with the
proposed transaction. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of certain of the Company's executive officers and
directors in the solicitation by reading the Company's 2018 Annual
Report on Form 10-K filed with the SEC on February 21, 2019, its proxy statement relating
to its 2018 Annual Meeting of Stockholders filed with the SEC on
March 9, 2018 and other relevant
materials filed with the SEC when they become available. Additional
information regarding the interests of such potential participants
in the solicitation of proxies in connection with the proposed
transaction are set forth in the proxy statement relating to the
transaction filed with the SEC on March 11,
2019, and mailed to stockholders March 14, 2019. Additional information concerning
Goldcorp' executive officers and directors is set forth in its 2017
Annual Report on Form 40-F filed with the SEC on March 23, 2018, its management information
circular relating to its 2018 Annual Meeting of Stockholders filed
with the SEC on March 16, 2018 and
other relevant materials filed with the SEC when they become
available.
i Caution Regarding Projections: Projections
used in this release are considered "forward-looking statements."
See cautionary statement above regarding forward-looking
statements. Forward-looking information representing post-closing
expectations is inherently uncertain. Estimates such as expected
accretion, NAV, Net Present Value creation, synergies, expected
future production, IRR, financial flexibility and balance sheet
strength are preliminary in nature. There can be no assurance that
the proposed transaction will close or that the forward-looking
information will prove to be accurate.
ii Net Present Value (NPV) creation as used in
this release is a management estimate provided for illustrative
purposes, and should not be considered a GAAP or non-GAAP financial
measure. NPV creation represents management's combined estimate of
pre-tax synergies, supply chain efficiencies and Full Potential
improvements, as a result of the proposed transaction that have
been monetized and projected over a twenty year period for purposes
of the estimation, applying a discount rate of 5 percent. Such
estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Expected NPV creation is a
"forward-looking statement" subject to risks, uncertainties and
other factors which could cause actual value creation to differ
from expected value creation.
iii 2019 dividends beyond Q1 2019 have not yet been
approved or declared by the Board of Directors. Management's
expectations with respect to future dividends or annualized
dividends are "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. Investors are cautioned that such
statements with respect to future dividends are non-binding. The
declaration and payment of future dividends remain at the
discretion of the Board of Directors and will be determined based
on Newmont's financial results, balance sheet strength, cash and
liquidity requirements, future prospects, gold and commodity
prices, and other factors deemed relevant by the Board. The Board
of Directors reserves all powers related to the declaration and
payment of dividends. Consequently, in determining the dividend to
be declared and paid on the common stock of the Company, the Board
of Directors may revise or terminate the payment level at any time
without prior notice. As a result, investors should not place undue
reliance on such statements.
iv IRR targets on projects are calculated using
an assumed $1,200 gold price.
Newmont Media Contact
Omar Jabara, 303.837.5114
omar.jabara@newmont.com
Newmont Investor Contact
Jessica Largent, 303.837.5484
jessica.largent@newmont.com
1
Permission to use quotes was neither sought nor obtained.
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SOURCE Newmont Mining Corporation
