Newmont Mining Corporation Announces Extension of Exchange Offers and Consent Solicitations for Existing Goldcorp Notes to Coincide with the Closing of the Arrangement
DENVER–(BUSINESS WIRE)–Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) today
announced that it has extended the previously announced offers to
exchange (each, an “Exchange Offer” and, collectively, the “Exchange
Offers”) any and all outstanding notes issued by Goldcorp Inc. (NYSE:
GG, TSX: G) (“Goldcorp”) (collectively, the “Existing Goldcorp Notes”)
for (1) up to $2,000,000,000 aggregate principal amount of new notes to
be issued by Newmont (collectively, the “New Newmont Notes”) and (2)
cash and the related consent solicitations (each, a “Consent
Solicitation” and, collectively, the “Consent Solicitations”) to adopt
certain proposed amendments to each of the indentures governing the
Existing Goldcorp Notes (the “Existing Goldcorp Indentures Amendments”)
to coincide with the closing of the Arrangement (as defined below). As
of March 28, 2019, the early tender date for the Exchange Offers and the
Consent Solicitations, Newmont has received the requisite consents for
each series of Existing Goldcorp Notes to adopt the Existing Goldcorp
Indentures Amendments.
The Exchange Offers and the Consent Solicitations will now expire at
9:00 a.m., New York City time, on April 18, 2019, unless extended
further (the “New Expiration Date”). The settlement date is expected to
be promptly after the New Expiration Date, unless such date is extended
further. The Exchange Offers and the Consent Solicitations were
previously scheduled to expire at 9:00 a.m., New York City time, on
April 12, 2019 (the “Original Expiration Date”). Withdrawal rights for
the Exchange Offers and the Consent Solicitations expired as of 5:00
p.m., New York City time, on March 28, 2019. Holders of Existing
Goldcorp Notes who have already validly tendered their Existing Goldcorp
Notes need not take any additional action in order to tender their
Existing Goldcorp Notes. Newmont reserves the right to terminate,
withdraw, amend or extend the Exchange Offers and the Consent
Solicitations in its sole discretion.
The Exchange Offers and the Consent Solicitations are conditioned upon
the consummation of the proposed arrangement (the “Arrangement”) between
Newmont and Goldcorp pursuant to the Arrangement Agreement, dated as of
January 14, 2019 (as amended, supplemented or otherwise modified from
time to time, the “Arrangement Agreement”), pursuant to which Newmont
will acquire all of the outstanding common shares of Goldcorp in
exchange for newly issued shares of Newmont’s common stock and cash
consideration. As of April 11, 2019, the shareholders of each of Newmont
and Goldcorp have provided the requisite approval for the Arrangement.
As of the Original Expiration Date, the following aggregate principal
amounts of each series of the Existing Goldcorp Notes have been validly
tendered and not validly withdrawn (and consents thereby validly
delivered and not validly revoked):
|
Title of Series / CUSIP Number of |
Aggregate Principal |
Existing Goldcorp Notes Tendered as of |
|||||||
| Principal Amount | Percentage | ||||||||
| 3.625% Notes due 2021 / 380956 AF9 | $550,000,000 | $472,410,000 | 85.89% | ||||||
| 3.700% Notes due 2023 / 380956 AD4 | $1,000,000,000 | $810,276,000 | 81.03% | ||||||
| 5.450% Notes due 2044 / 380956 AE2 | $450,000,000 | $443,644,000 | 98.59% | ||||||
The Exchange Offers and the Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in the
offering memorandum and consent solicitation statement, dated March 15,
2019 (the “Offering Memorandum and Consent Solicitation Statement”), and
accompanying letter of transmittal and consent (the “Letter of
Transmittal and Consent”). Other than the New Expiration Date, the terms
of the Exchange Offers and the Consent Solicitations remain as set forth
in the Offering Memorandum and Consent Solicitation Statement and the
Letter of Transmittal and Consent.
Documents relating to the Exchange Offers and the Consent Solicitations
have been and will only be distributed to eligible holders of Existing
Goldcorp Notes who complete and return an eligibility form confirming
that they are either (a) a “Qualified Institutional Buyer,” as that term
is defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), or (b) a person that is outside the “United
States” and is (i) not a “U.S. person,” as those terms are defined in
Rule 902 under the Securities Act and (ii) a “non-U.S. qualified
offeree” (as defined in the Offering Memorandum and Consent Solicitation
Statement). In addition, if the eligible holder of Existing Goldcorp
Notes is a resident of Canada, such eligible holder must also certify
that it is an “accredited investor,” as such term is defined in National
Instrument 45-106—Prospectus Exemptions or Section 73.3(1) of the Securities
Act (Ontario), as applicable, and is a “permitted client,” as such
term is defined in National Instrument 31-103—Registration
Requirements, Exemptions and Ongoing Registrant Obligations. The
complete terms and conditions of the Exchange Offers and the Consent
Solicitations are described in the Offering Memorandum and Consent
Solicitation Statement and the Letter of Transmittal and Consent, copies
of which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and the information agent in connection
with the Exchange Offers and the Consent Solicitations, at (866)
807-2200 (toll free) or (212) 430-3774 (banks and brokers). The
eligibility form is available electronically at http://gbsc-usa.com/eligibility/newmont.
This press release does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, or the solicitation
of tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation, purchase or sale would be unlawful. The
Exchange Offers and the Consent Solicitations are being made solely
pursuant to the Offering Memorandum and Consent Solicitation Statement
and the Letter of Transmittal and Consent and only to such persons and
in such jurisdictions as is permitted under applicable law.
The New Newmont Notes have not been and will not be registered under the
Securities Act or any state or foreign securities laws. Therefore, the
New Newmont Notes may not be offered or sold absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws or applicable
foreign securities laws.
About Newmont
Newmont is a leading gold and copper producer. Newmont’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. Newmont 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.
About Goldcorp
Goldcorp is a senior gold producer focused on responsible mining
practices with safe, low-cost production from a high-quality portfolio
of mines.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbor created by such sections and other applicable
laws and “forward-looking information” within the meaning of applicable
Canadian securities laws. Where a forward-looking statement expresses or
implies an expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis. However, such statements are subject to risks,
uncertainties and other factors, which could cause actual results to
differ materially from future results expressed, projected or implied by
the forward-looking statements. Forward-looking statements often address
our expected future business and financial performance and financial
condition, and often contain words such as “anticipate,” “intend,”
“plan,” “will,” “would,” “estimate,” “expect,” “believe,” “target,”
“indicative,” “preliminary” or “potential.” Forward-looking statements
may include, without limitation, statements relating to the Arrangement
and the expected terms, timing and closing of the Arrangement, including
receipt of required approvals and satisfaction of other customary
closing conditions and expected benefits and opportunities of the
Arrangement, including in connection with integration and value
creation. Estimates or expectations of future events or results are
based upon certain assumptions, which may prove to be incorrect. Such
assumptions, include, but are not limited to: (i) there being no
significant change to current geotechnical, metallurgical, hydrological
and other physical conditions; (ii) permitting, development, operations
and expansion of Newmont’s and Goldcorp’s operations and projects being
consistent with current expectations and mine plans, including, without
limitation, receipt of export approvals; (iii) political developments in
any jurisdiction in which Newmont and Goldcorp operate being consistent
with its current expectations; (iv) certain exchange rate assumptions
for the Australian dollar or the Canadian dollar to the U.S. dollar, as
well as other exchange rates being approximately consistent with current
levels; (v) certain price assumptions for gold, copper, silver, zinc,
lead and oil; (vi) prices for key supplies being approximately
consistent with current levels; (vii) the accuracy of current mineral
reserve, mineral resource and mineralized material estimates; and
(viii) other planning assumptions. Risks relating to forward-looking
statements in regard to Newmont and Goldcorp’s business and future
performance may include, but are not limited to, gold and other metals
price volatility, currency fluctuations, operational risks, increased
production costs and variances in ore grade or recovery rates from those
assumed in mining plans, political risk, community relations, conflict
resolution governmental regulation and judicial outcomes and other
risks. In addition, material risks that could cause actual results to
differ from forward-looking statements include: (i) the inherent
uncertainty associated with financial or other projections; (ii) the
prompt and effective integration of Newmont’s and Goldcorp’s businesses
and the ability to achieve the anticipated synergies and value-creation
contemplated by the Arrangement; (iii) the risk associated with
Newmont’s and Goldcorp’s ability to obtain the approval of the
Arrangement by their respective shareholders required to consummate the
Arrangement and the timing of the consummation of the Arrangement,
including the risk that the conditions to the Arrangement are not
satisfied on a timely basis or at all and the failure of the Arrangement
to close for any other reason; (iv) the risk that a consent or
authorization that may be required for the Arrangement is not obtained
or is obtained subject to conditions that are not anticipated; (v) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the Arrangement Agreement; (vi)
unanticipated difficulties or expenditures relating to the Arrangement,
the response of business partners and retention as a result of the
announcement and pendency of the Arrangement; (vii) potential volatility
in the price of Newmont common stock due to the Arrangement; (viii) the
anticipated size of the markets and continued demand for Newmont’s and
Goldcorp’s resources and the impact of competitive responses to the
announcement of the Arrangement; and (ix) the diversion of management
time on transaction-related issues. For a more detailed discussion of
such risks and other factors, see Newmont’s Annual Report on Form 10-K
for the year ended December 31, 2018 filed with the Securities and
Exchange Commission (the “SEC”) as well as the Newmont’s other filings
with the SEC, available on the SEC’s website or www.newmont.com,
Goldcorp’s most recent annual information form as well as Goldcorp’s
other filings made with Canadian securities regulatory authorities and
available on SEDAR, on the SEC’s website or www.goldcorp.com.
Newmont is not affirming or adopting any statements or reports
attributed to Goldcorp (including prior mineral reserve and resource
declaration) in this press release or made by Goldcorp outside of this
press release. Goldcorp is not affirming or adopting any statements or
reports attributed to Newmont (including prior mineral reserve and
resource declaration) in this press release or made by Newmont outside
of this press release. Newmont and Goldcorp do not undertake any
obligation to communicate publicly revisions to any “forward-looking
statement,” including, without limitation, outlook, to reflect events or
circumstances after the date of this press release or to reflect the
occurrence of unanticipated events, except as may be required under
applicable securities laws. Investors should not assume that any lack of
update to a previously issued “forward-looking statement” constitutes a
reaffirmation of that statement. Continued reliance on “forward-looking
statements” is at investors’ own risk.
Additional Information about the Arrangement and Where to Find It
This press release is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This press release is
being made in respect of the Arrangement involving Newmont and Goldcorp
pursuant to the terms of an Arrangement Agreement and may be deemed to
be soliciting material relating to the Arrangement. In connection with
the Arrangement, Newmont filed a proxy statement relating to a special
meeting of its stockholders with the SEC on March 11, 2019.
Additionally, Newmont has filed and will file other relevant materials
in connection with the Arrangement with the SEC. Security holders of
Newmont are urged to read the proxy statement regarding the Arrangement
and any other relevant materials carefully in their entirety when they
become available before making any voting or investment decision with
respect to the Arrangement because they contain and will contain
important information about the Arrangement and the parties thereto. The
definitive proxy statement was mailed to Newmont’s stockholders on March
14, 2019. Stockholders of Newmont are able to obtain a copy of the proxy
statement, the filings with the SEC that will be incorporated by
reference into the proxy statement as well as other filings containing
information about the Arrangement and the parties thereto made by
Newmont with the SEC free of charge at the SEC’s website at www.sec.gov,
on Newmont’s website at www.newmont.com/investor-relations/default.aspx
or by contacting the Company’s Investor Relations department at jessica.largent@newmont.com
or by calling (303) 837-5484. Copies of the documents filed with the SEC
by Goldcorp are available free of charge at the SEC’s website at www.sec.gov.
Participants in the Proposed Arrangement Solicitation
Newmont and its directors, its executive officers, members of its
management, its employees and other persons, under the SEC rules, may be
deemed to be participants in the solicitation of proxies of Newmont’s
stockholders in connection with the Arrangement. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of certain of Newmont’s executive officers
and directors in the solicitation by reading Newmont’s Annual Report on
Form 10-K for the year ended December 31, 2018 filed with the SEC on
February 21, 2019, its proxy statement relating to its 2018 Annual
Meeting of Stockholders filed with the SEC on March 9, 2018 and other
relevant materials filed with the SEC when they become available.
Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the
Arrangement is set forth in the proxy statement relating to the
transaction filed with the SEC on March 11, 2019 and mailed to
stockholders on March 14, 2019. Additional information concerning
Goldcorp’s executive officers and directors is set forth in Goldcorp’s
Annual Report on Form 40-F for the year ended December 31, 2018 filed
with the SEC on March 28, 2019, its management information circular
relating to its 2018 Annual Meeting of Stockholders filed with the SEC
on March 16, 2018 and other relevant materials filed with the SEC when
they become available.
Contacts
Media Contact
Omar Jabara, 303.837.5114
omar.jabara@newmont.com
Investor
Contact
Jessica Largent, 303.837.5484
jessica.largent@newmont.com
