Goldcorp supports Newmont ‘special dividend’
GOLDCORP INC. (TSX: G, NYSE: GG) (“Goldcorp” or the “Company”) announced today that it has consented to Newmont Mining Corporation (“Newmont”) (NYSE: NEM) paying a one-time special dividend (the “Dividend”) to its shareholders conditional on the approval of the Newmont resolutions by the Newmont stockholders and the Arrangement resolution by the Goldcorp shareholders relating to the Arrangement, which was previously announced on January 14, 2019. Goldcorp continues to recommend that its shareholders vote in favour of the completion of the Arrangement.
The Dividend delivers value to existing Newmont shareholders with an immediate cash payment for a portion of the synergy potential arising from the Nevada joint venture announced with Barrick Gold Corporation (NYSE:GOLD) (TSX:ABX) (Barrick) on March 11, 2019. The Dividend will be paid to Newmont shareholders of record as of April 17, 2019, which is prior to the closing of the Arrangement, said a company news release.
Goldcorp has several properties in Northern Ontario, including Timmins, Red Lake and the Musselwhite property north of Thunder Bay.
The special committee (the “Special Committee”) of the Board of Directors of Goldcorp recommended to the Board of Directors of Goldcorp that it consent to the Dividend and that it reaffirm its recommendation that Goldcorp shareholders vote in favour of the completion of the Arrangement. Fort Capital Partners provided an opinion to the Special Committee to the effect that, as of March 24, 2019 and assuming payment of the Dividend, the consideration to be received by holders of Goldcorp common shares pursuant to the Arrangement is fair, from a financial point of view, to such holders, subject to the limitations, qualifications and assumptions set forth in such opinion.
The Board of Directors of Goldcorp unanimously determined that it consent to the Dividend and that it reaffirm its recommendation that Goldcorp shareholders vote in favour of the completion of the Arrangement. In making its determination to consent to the Dividend and to continue to recommend that its shareholders vote in favour of the completion of the Arrangement, the Board of Directors of Goldcorp considered, among other things, the recommendation of the Special Committee. TD Securities and BofA Merrill Lynch have each provided an opinion to the Board of Directors of Goldcorp to the effect that, as of March 24, 2019, and assuming payment of the Dividend, among other things, the consideration to be received by holders of Goldcorp common shares, pursuant to the Arrangement, is fair, from a financial point of view, to such holders, in each case, subject to the respective limitations, qualifications and assumptions set forth in such opinions.
The pending combination of Newmont and Goldcorp will feature an unmatched portfolio of world-class operations, projects, Reserves, exploration opportunities, and talent. After the transaction closes, expected in the second quarter, Newmont Goldcorp is expected to:
- 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);(4)(5)
- Target 6-7 million ounces of steady-state gold production over a decades-long time horizon;(1)
- 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;(2)
- Offer financial flexibility and an investment-grade balance sheet to advance the most promising projects generating a targeted Internal Rate of Return of at least 15 percent;(1)(3)
- 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.
Goldcorp has also announced today that Institutional Shareholder Services Inc., a leading independent proxy advisory firm, has recommended that shareholders of Goldcorp vote FOR the proposed plan of arrangement with Newmont.
Goldcorp shareholders will vote on the acquisition at its special meeting to be held on April 4, 2019. Pursuant to the acquisition, Goldcorp shareholders will receive 0.3280 of a Newmont share and $0.02 for each Goldcorp share. Meeting materials, together with an investor presentation and other information, are also available on Goldcorp’s website and on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
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