Newmont Mining Corp. announced on April 11 that the company’s shareholders voted overwhelmingly to approve the authorization and issuance of Newmont common shares in connection with the proposed transaction with Goldcorp Inc.. On April 4, 2019, Goldcorp’s shareholders also voted overwhelmingly in support of the combination with more than 97 percent of votes cast in favor of the transaction.
The proposal to increase authorized common stock required a majority of shares outstanding, whereas the proposal to issue shares for the transaction required a majority of votes cast. Newmont shareholders approved the increase in Newmont’s authorized common stock with more than 76 percent of the outstanding shares voting for the proposal and approved the issuance of shares pursuant to the transaction with more than 98 percent of the votes cast for the proposal.
“We thank Newmont’s shareholders for their overwhelming support for this compelling value creation opportunity as we build the world’s leading gold company,” said Gary Goldberg, chief executive officer.
The receipt of approval by Newmont’s and Goldcorp’s shareholders of the resolutions at their shareholder meetings on April 11 and April 4, 2019, respectively, has satisfied the conditions to Newmont’s previously announced one-time special dividend of $0.88 per share of common stock. Accordingly, the special dividend will be paid on May 1, 2019 to Newmont shareholders of record as of April 17, 2019 (the record date).
The dividend will be paid to the holders of Newmont’s currently outstanding shares as of the record date, and not in respect of shares to be issued in connection with the proposed Newmont Goldcorp transaction.
Immediately upon transaction close, which is expected in the second quarter, Newmont Goldcorp will:
• Be accretive to Newmont’s Net Asset Value per share by 27 percent, and to the combined company’s 2020 cash flow per share by 34 percent;
• Begin delivering $365 million in expected annual pre-tax synergies, supply chain efficiencies and Full Potential improvements, representing $4.4 billion in Net Present Value (pre-tax);
• Target six to seven million ounces of steady gold production over a decades-long time horizon;
• 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;
• Offer financial flexibility and an investment-grade balance sheet to advance the most promising projects at an Internal Rate of Return (IRR) of at least 15 percent;[iv]
• Feature a deep bench of accomplished business leaders, technical teams and other talent with extensive mining industry experience; and
• Maintain industry leadership in environmental, social and governance performance.