Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) announced on Wednesday that Glass, Lewis & Co. (Glass Lewis) has joined Institutional Shareholder Services Inc. (ISS) as the second independent proxy advisory firm to recommend that Newmont and Goldcorp shareholders vote “FOR” the companies’ respective resolutions relating to their proposed combination at their upcoming shareholder meetings.
Newmont’s special shareholder meeting is scheduled for April 11, 2019, and Goldcorp’s special shareholder meeting is scheduled for April 4, 2019.
In its reports, Glass Lewis stated that: “The rationale and potential benefits of the combination are fairly clear and compelling for shareholders of both companies.
“The transaction would create a significantly larger and more diversified gold company with a robust portfolio of producing assets and substantial exploration and development opportunities.
“The combined company would have stable, long-term production with a sustainable annual production target of 6 to 7 million ounces of gold, which is expected to generate strong cash flows to support an investment grade balance sheet, an industry-leading dividend and flexibility for future development opportunities.
“The full US$365 million of estimated annual pre-tax synergies represents a net present value of US$4.4 billion and the transaction is expected to be 27% accretive to Newmont’s net asset value per share.
“Overall, we see no reason to doubt the strategic rationale for the proposed transaction, which would create a leading gold company with greater asset diversification and opportunities to achieve meaningful synergies, in our view”.
Commenting on Glass Lewis’ reports, Gary Goldberg, Newmont’s Chief Executive Officer, said: “We are pleased with all of the support we continue to receive for the Newmont Goldcorp combination, including from our shareholders and independent proxy advisory firms such as ISS and Glass Lewis. We urge all Newmont and Goldcorp shareholders to vote for the transaction at our respective special shareholder meetings to realise the long-term value this combination will generate."
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;
• 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);
• Target 6-7 million ounces of steady-state gold production over a decades-long time horizon;
• Have the largest gold Reserves and Resources in the gold sector, including on a per share basis;
• Be located in favourable mining jurisdictions and prolific gold districts on four continents;
• Deliver the highest dividend among senior gold producers
• 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 per cent;
• 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.
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.
Goldcorp is a senior gold producer focused on responsible mining practices with safe, low-cost production from a high-quality portfolio of mines.