Newmont submits revised proposal to acquire Newcrest Mining

Newmont submitted a revised non-binding indicative proposal to the board of directors of Newcrest Mining to acquire 100% of the issued share capital of Newcrest by way of an Australian Scheme of Arrangement, under which Newcrest shareholders would receive 0.400x Newmont shares per each Newcrest share held. In addition, Newcrest would have the right to fund and pay to its shareholders a special dividend of up to $1.10 per Newcrest share. Newmont’s improved offer on these terms is best and final, subject only to no superior proposal emerging. The Newcrest board of directors has agreed to grant Newmont confirmatory due diligence access to enable Newmont to put forward a binding proposal. Due diligence is expected to be completed within approximately four weeks. Newcrest has indicated that it intends to grant exclusivity to Newmont during the due diligence period, with the terms of that exclusivity still to be agreed. Newcrest will also undertake confirmatory due diligence on Newmont during this period. Under the terms of the best and final proposal, Newcrest shareholders would own approximately 31% of the combined company. Newmont intends to apply for a foreign exempt listing on the Australian Securities Exchange, or ASX, and establish Chess Depositary Interests on ASX in respect to Newmont shares issued to Newcrest shareholders under the best and final proposal. The terms of the best and final proposal represent a premium of: 35% based on the closing price of Newcrest and Newmont shares on February 3, being the last trading day prior to the initial market release confirming Newmont’s proposal, and inclusive of the value of a special dividend of up to $1.10 per Newcrest share. The best and final proposal is subject to customary conditions, including the parties entering into a Scheme Implementation Agreement following satisfactory completion of due diligence and a unanimous recommendation from Newcrest’s board of directors that Newcrest shareholders vote in favor of the best and final proposal. If the best and final proposal conditions are satisfied and the best and final proposal proceeds, implementation of the best and final proposal will be subject to conditions expected to include approval by Newmont and Newcrest shareholders, relevant regulatory approvals, Australian court approval and other conditions customary for a transaction of this nature. Newmont remains fully committed to acting in the best interests of its shareholders. Newmont and its board of directors advises shareholders need not take any action at this time as there can be no certainty that any transaction will be concluded.