Newmont Announces PNG Competition Commission Clearance for Acquisition of Newcrest

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Algemeen advies 06/08/2023 14:38
DENVER--(BUSINESS WIRE)-- Newmont Corporation (NYSE: NEM, TSX: NGT) today announced that Papua New Guinea’s (PNG) Independent Consumer & Competition Commission (ICCC) granted clearance for the Company to proceed with its proposed acquisition of Newcrest Mining Limited (ASX, TSX, PNGX: NCM). Newmont, in consultation with Newcrest, has also determined that no premerger notification under the Hart-Scott-Rodino Act will be required in the United States for the transaction to move forward.

Newmont continues advancing other regulatory approvals and expects to close the transaction in the fourth quarter of this year. Last month, the Canadian Competition Bureau issued a “no action” letter clearing the proposed acquisition.

“We appreciate the ICCC in Papua New Guinea carefully reviewing and clearing our proposed acquisition of Newcrest,” said Tom Palmer, President and CEO of Newmont. “Lihir in PNG is one of the world's great gold mines and a Tier 1 operation by any measure. In addition to Lihir, we see profitable gold and copper growth through the world-class Wafi-Golpu project. We remain committed to building strong, mutually beneficial and long lasting relationships with PNG’s government and local communities. As part of this commitment, Newmont plans to establish PNG as a standalone fifth region in our portfolio with an in-country senior leadership presence and pursue a secondary listing of Newmont depositary interests on the PNGX.”

Other regulatory approvals to be secured for Newmont’s proposed acquisition of Newcrest include the Australian Competition and Consumer Commission (ACCC), the Australia Foreign Investment Review Board (FIRB), the Japan Fair Trade Commission (JFTC), the Philippine Competition Commission (PCC), and the Korea Fair Trade Commission (KFTC). Newmont and Newcrest also continue engaging with the PNG Government and regulators about other approvals and clearances for the proposed transaction.

On May 14, Newmont announced its definitive agreement to acquire Newcrest. The combination would create a world-class portfolio of assets with the highest concentration of Tier 1 operations, primarily in favorable, low-risk mining jurisdictions. Upon closing of the transaction, the combined company would deliver a multi-decade production profile from 10 large, long-life, low cost, Tier 1 operations, and increased annual copper production primarily from Australia and Canada. The combined business is anticipated to generate annual pre-tax synergies of $500 million, expected to be achieved within the first 24 months, while also targeting at least $2 billion in the first two years after closing through portfolio optimization.1

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1 See endnotes and cautionary statement for additional information.

About Newmont

Newmont is the world’s leading gold company and a producer of copper, silver, zinc and lead. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value creation, supported by robust safety standards, superior execution and technical expertise. Newmont was founded in 1921 and has been publicly traded since 1925.

At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. To learn more about Newmont’s sustainability strategy and initiatives, go to www.newmont.com.

Additional Information about the Transaction and Where to Find It

This communication is not an offer to purchase or exchange, nor a solicitation of an offer to sell securities of Newmont Corporation (“Newmont”) or Newcrest Mining Limited (“Newcrest”) nor the solicitation of any vote or approval in any jurisdiction nor shall there be any such issuance or transfer of securities of Newmont or Newcrest in any jurisdiction in contravention of applicable law. This communication is being made in respect of the transaction involving Newmont and Newcrest pursuant to the terms of a scheme implementation deed dated May 15, 2023 (the “Scheme Implementation Deed”) by and among Newmont, Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares, an indirect wholly owned subsidiary of Newmont, and Newcrest and may be deemed to be soliciting material relating to the transaction. In furtherance of the pending transaction and subject to future developments, Newmont will file one or more proxy statements or other documents with the Securities and Exchange Commission (“SEC”). This communication is not a substitute for any proxy statement, the Scheme Booklet or other document Newmont or Newcrest may file with the SEC and Australian regulators in connection with the pending transaction. INVESTORS AND SECURITY HOLDERS OF NEWMONT AND NEWCREST ARE URGED TO READ THE PROXY STATEMENT(S), SCHEME BOOKLET AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement will be mailed to Newmont stockholders. Investors and security holders may obtain a free copy of the proxy statements, the filings with the SEC that will be incorporated by reference into the proxy statement, the Scheme Booklet and other documents containing important information about the transaction and the parties to the transaction, filed by Newmont with the SEC at the SEC’s website at www.sec.gov. The disclosure documents and other documents that are filed with the SEC by Newmont may also be obtained on https://www.newmont.com/investors/reports-and-filings/default.aspx or by contacting Newmont’s Investor Relations department at Daniel.Horton@newmont.com or by calling 303-837-5484.

Participants in the Transaction Solicitation

Newmont, Newcrest and certain of their respective directors and executive officers and other employees may be deemed to be participants in any solicitation of proxies from Newmont shareholders in respect of the pending transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023 and its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 10, 2023. Information about Newcrest’s directors and executive officers is set forth in Newcrest’s latest annual report dated August 19, 2022 as updated from time to time via announcements made by Newcrest on the Australian Securities Exchange (“ASX”). Additional information regarding the interests of these participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement and other relevant materials to be filed with the SEC in connection with the pending transaction if and when they become available.

Cautionary Statement Regarding Forward-Looking Statements
see & read more on
https://www.newmont.com/investors/news-release/news-details/2023/Newmont-Announces-PNG-Competition-Commission-Clearance-for-Acquisition-of-Newcrest/default.aspx



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