Newmont shoots down Barrick’s hostile merger offerNewmont hits back at Barrick, proposes joint venture of companies’ Nevada operations
Newmont hits back at Barrick, proposes joint venture of companies’ Nevada operations
By Kelsey Rolfe
March 05, 2019
Haul trucks at Newmont's Nevada operations. Courtesy of Newmont Mining
Newmont Mining declined Barrick’s hostile merger offer on Monday, instead proposing a joint-venture for the companies’ Nevada projects.
Newmont said Barrick’s proposal of 2.5694 Barrick shares for each Newmont share represented an eight per cent discount to what Newmont’s share price was worth on Feb. 22, 2019, and that its acquisition of Goldcorp represented a better value for its shareholders.
“Barrick’s ego-centric proposal is designed to transfer value from Newmont shareholders to Barrick,” Newmont CEO Gary Goldberg said on a call with investors. “Barrick is approaching a clear production decline and needs Newmont’s mines and processing facilities.” He noted that the company has not provided production guidance past 2019.
Goldberg said Barrick’s offer relied “on delivering synergies from a new management team that lacks global operating experience and is only two months into its own transformational integration efforts.”
Newmont’s Nevada joint venture proposal would see Barrick have a 55 per cent ownership over the venture and Newmont Goldcorp the other 45 per cent. The two companies would receive equal representation on the management and technical committees.
“Contrary to recent comments from Barrick’s representatives, we have long been open to working constructively with Barrick to achieve potential synergies in Nevada,” said Newmont president and COO Tom Palmer on the call, noting that the companies already have two JVs together.
“There is no reason we shouldn’t be able to find a solution that unlocks the value of our respective Nevada operations for both sets of shareholders,” Palmer said.
Barrick CEO Mark Bristow said in a statement that he wasn’t interested in a proposal that would give the two companies shared management.
“Newmont’s latest proposal is essentially based on the stale and convoluted process that foundered previously,” he said. “It comes with unrealistic preconditions including swapping the chairmanship and the leadership of the JV. Experience has shown us that JVs only work well when the majority owner is also the operator.”
He said that without factoring in the potential of Goldrush-Fourmile, Barrick’s ownership of a joint venture should be 63 per cent, with Newmont taking the other 37 per cent, but “if you factor that in, it’s materially more than 2/3-1/3 in favour of Barrick.”
Newmont’s offensive against Barrick’s offer also took a personal turn. In its investor presentation, entitled “Capturing the missing facts,” Newmont released a 2017 email from Bristow to Goldcorp chairman Ian Telfer that seemed to hint at talks of a merger between the two companies.
“In Goldcorp, you have assembled a strong portfolio of assets located in world class districts,” Bristow wrote. “Only recently, Goldcorp had a market capitalization larger than Barrick or Newmont — this is a testament to the company’s assets and potential…I would still like to try and catch up with you and at least have a conversation around the market and options that might be worthwhile exploring together?”
The email, sent in May 2017, was a marked difference from Bristow’s harsh words for Goldcorp on a conference call announcing its merger last Monday. He said Barrick’s offer was contingent on Newmont backing away from its acquisition of Goldcorp, because “we don’t want Goldcorp’s lower-quality assets in our portfolio.”
Bristow did not acknowledge the email in his statement.
As the two companies battle it out, talk of mega-mergers has dominated conversations at the annual PDAC convention in Toronto.
Abitibi Royalties CEO Ian Ball noted the challenges of managing a company that large — if Newmont and Barrick were to combine, the behemoth would own 50 operations. “You deal with everything,” he told CIM Magazine, recalling his time as president of McEwen Mining. “When I see these mega mergers, I don’t know how you run a company that big. It seems all your attention [would get] diverted to problems, not the opportunities.”
In a presentation on Sunday, Agnico Eagle CEO Sean Boyd acknowledged Bristow’s rationale that the company needed size and relevance to bring generalists back to the gold industry. “You can say it’s for liquidity and size, yeah it’s part of the story,” Boyd said. But ultimately, the trend of mega M&As “is just competitive positioning among the biggest players in this business not wanting to be left behind.”
Boyd said that in recent years the gold mining industry had seen a move away from a focus on building scale.
“This industry was populated by empire builders. All they were trying to build was a bigger production base, with a lot less focus on returns,” Boyd said. More recently, as it became more difficult to run a “high-quality profitable gold business,” the players have turned their focus to returns rather than growing output, he said.
But the spate of M&A activity and speculation could mean the industry is reverting to that mentality. “Bigger was supposed to be better,” he said. “Maybe we’re returning to that with these mergers."