Newcrest Mining Limited has provided an update on the recent revised conditional and non-binding proposal from Newmont Corporation to acquire 100% of Newcrest’s issued shares through a scheme of arrangement.
Following an ASX announcement made on 11 April 2023, Newcrest and Newmont have now signed an exclusivity deed, which fulfils one of the conditions of Newmont’s proposal.
The exclusivity deed grants Newmont exclusivity until 11:59 pm on 11 May 2023, allowing them to conduct confirmatory due diligence on an exclusive basis. During this time, Newcrest must adhere to certain obligations as outlined in the deed.
- ‘No Shop’: not directly or indirectly solicit a competing proposal;
- ‘No Talk’ and ‘No Due Diligence’: not participate in negotiations or discussions that would be reasonably expected to lead to a competing proposal or facilitate due diligence investigations in respect of Newcrest (including through the provision of non-public information) in connection with a competing proposal; and
- ‘Notification Obligation’: notify Newmont within 2 business days of any approach or proposal made by a third party in connection with a competing proposal (without an obligation to disclose the identity of the third party).
The restrictions of ‘No Talk’ and ‘No Due Diligence’ are subject to a fiduciary exception, meaning that they do not apply if the Newcrest Board, after receiving financial and legal advice, determines that a competing proposal could be considered superior to the Revised Proposal and that their fiduciary duties require them to act on the competing proposal. If any non-public information is given to a third party that was not previously given to Newmont, it must be provided to Newmont unless it is commercially sensitive to the third party.
It is uncertain if the Revised Proposal will ultimately result in a binding offer for shareholders. Newcrest will continue to fulfil its obligations of continuous disclosure by keeping the market informed of any material developments.
This statement has been authorized by the Newcrest Disclosure Committee.
