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Newmont Mining Corporation to buy Goldcorp in $10 billion deal

Newmont Mining
Acquisition   Newmont will acquire each Goldcorp share for 0.3280 of a Newmont share

Newmont Mining Corporation and Goldcorp announced they have entered into a definitive agreement in which Newmont will acquire all of the outstanding common shares of Goldcorp in a stock-for-stock transaction valued at $10 billion.


Under the terms of the agreement, Newmont will acquire each Goldcorp share for 0.3280 of a Newmont share, which represents a 17 percent premium based on the companies’ 20-day volume weighted average share prices.

Transaction terms

Newmont to acquire all outstanding Goldcorp equity at an exchange ratio of 0.3280 of a Newmont share and $0.02 for each Goldcorp share

Goldcorp equity value of $10 billion, with premium, and enterprise value of $12.5 billion

A 17 percent premium based on Newmont’s and Goldcorp’s 20-day VWAP share prices as of January 11, 2019

Newmont and Goldcorp shareholders will own approximately 65 percent and 35 percent of the combined entity, respectively

Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporation Act (Ontario)

Agreement provides for customary deal protection provisions, including mutual non-solicitation covenants and rights to match superior proposals

Under certain circumstances, Newmont would be entitled to a $350 million break-fee (3.5 percent of Goldcorp’s equity value) and Goldcorp would be entitled to a $650 million break-fee (3.5 percent of Newmont’s equity value)

Each of Goldcorp’s and Newmont’s directors and certain members of the executive leadership team have entered into voting support agreements agreeing to vote their shares in favor of the transaction.

 

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