UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2023
Newmont Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31240
(Commission File Number)
84-1611629
(I.R.S. Employer Identification No.)
6900 E. Layton Avenue, Denver, CO 80237
(Address of principal executive offices) (zip code)
(303) 863-7414
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common stock, par value $1.60 per share | NEM | New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 8.01. | Other Events. |
On April 27, 2023, Newmont Corporation, a Delaware Corporation (the “Corporation”), posted on its website, www.newmont.com, an earnings presentation that includes, among other matters, information related to the potential transaction to acquire all of the issued share capital of Newcrest Mining Limited (“Newcrest”). Newmont held a related live webcast presentation on April 27, 2023 at 10:00 a.m. Eastern Time.
An excerpt from the earnings presentation is attached hereto as Exhibit 99.1 and an excerpt from the transcript of the related live webcast presentation is attached hereto as Exhibit 99.2, each of which is incorporated herein by reference.
No Offer or Solicitation
None of this current report on Form 8-K, nor the exhibits hereto, is an offer to purchase or exchange nor a solicitation of an offer to sell securities of Newmont or Newcrest. In furtherance of this proposed transaction and subject to future developments, Newmont may file one or more proxy statements or other documents with the SEC. None of this current report on Form 8-K nor the exhibits hereto is a substitute for any proxy statement, scheme booklet or other document Newmont or Newcrest may file with the SEC and Australian regulators in connection with the proposed 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 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL BUSINESS COMBINATION TRANSACTION. Investors and securityholders may obtain a free copy of the disclosure documents (when they are available) and other documents 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 Newmont’s website at www.newmont.com or obtained for free from the sources listed below. Newmont and certain of its directors and executive officers may be deemed to be participants in any solicitation of proxies from Newcrest stockholders in respect of the proposed transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers is available in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 10, 2023. This document can be obtained free of charge from the sources indicated below. 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 proposed transaction if and when they become available.
Cautionary Regarding Forward-Looking Statements
This current report on Form 8-K, and the exhibits hereto, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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. 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,” “proposed” or “potential.” Forward-looking statements may include, without limitation, statements relating to the proposed transaction to acquire the share capital of Newcrest, expectations regarding the potential value proposition, a binding proposal and potential synergies from the proposed transaction, or similar statements. There is no certainty that any transaction will occur on the proposed terms, within any particular timeframe, that further negotiations will take place, that any synergies will be realized or that any transaction will occur at all. Risks include fluctuations in company stock price and results of operations; uncertainties regarding the outcome of discussions between Newmont and Newcrest with respect to the proposed transaction, including the possibility that the parties may not agree to pursue a business combination, or that it may be materially different from the terms of the proposal described herein; uncertainties about the outcomes of the due diligence process and the ability to consummate the proposed business combination or achieve the expected benefits; uncertainties with respect to shareholder approvals; potential regulatory or closing delays; the industry and market reaction to Newmont’s proposed transaction; and changes in the overall economic conditions. The forward-looking statements are also subject to other risks and uncertainties, including those more fully described in Newmont’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”), under the heading “Risk Factors”, available on the SEC website or www.newmont.com. Newmont does not undertake any obligation to communicate publicly revisions to any “forward-looking statement” to reflect events or circumstances after the date of this current report on Form 8-K 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.
ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
99.1 | Excerpt from Newmont’s earning presentation, dated April 27, 2023. | |
99.2 | Excerpt from the transcript of Newmont’s live webcast presentation, dated April 27, 2023. | |
104 | Cover page interactive data file (embedded with the inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Newmont Corporation | ||
By: | /s/ Logan Hennessey | |
Name: | Logan Hennessey | |
Title: | Vice President, Associate General Counsel and Corporate Secretary |
Dated: April 27, 2023
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 1 CREATING VALUE & IMPROVING LIVES THROUGH SUSTAINABLE, RESPONSIBLE MINING First Quarter 2023 Earnings APRIL 27, 2023 |
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 2 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS: This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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. 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,” or “potential.” Forward-looking statements in this presentation may include, without limitation, (i) estimates of future production and sales, including production outlook, average future production and upside potential; (ii) estimates of future costs applicable to sales and all-in sustaining costs; (iii) estimates of future capital expenditures, including development and sustaining capital; (iv) expectations regarding the Tanami Expansion 2, Ahafo North, Yanacocha Sulfides, Pamour and Cerro Negro District Expansion 1 projects, including, without limitation, expectations for production, milling, costs applicable to sales and all-in sustaining costs, capital costs, mine life extension, construction completion, commercial production and other timelines; (v) expectations regarding future investments or divestitures; (vi) expectations regarding free cash flow, and returns to stockholders, including with respect to future dividends, the dividend framework and expected payout levels; (vii) expectations regarding future mineralization, including, without limitation, expectations regarding reserves and recoveries; and (viii) expectations regarding the potential or proposed transactions. 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 operations and projects being consistent with current expectations and mine plans; (iii) political developments in any jurisdiction in which the Company operates being consistent with its current expectations; (iv) certain exchange rate assumptions; (v) certain price assumptions for gold, copper, silver, zinc, lead and oil; (vi) prices for key supplies; (vii) the accuracy of current mineral reserve and mineralized material estimates; and (viii) other planning assumptions. Uncertainties relating to the impacts of Covid, include, without limitation, general macroeconomic uncertainty and changing market conditions, changing restrictions on the mining industry in the jurisdictions in which we operate, the ability to operate following changing governmental restrictions on travel and operations (including, without limitation, the duration of restrictions, including access to sites, ability to transport and ship doré, access to processing and refinery facilities, impacts to international trade, impacts to supply chain, including price, availability of goods, ability to receive supplies and fuel, impacts to productivity and operations in connection with decisions intended to protect the health and safety of the workforce, their families and neighboring communities), the impact of additional waves or variations of Covid, and the availability and impact of Covid vaccinations in the areas and countries in which we operate. Such uncertainties could result in operating sites being placed into care and maintenance and impact estimates, costs and timing of projects. Although the Company does not currently have operations in Ukraine, Russia or other parts of Europe, Russia’s invasion of Ukraine has resulted in uncertainties in the market which could impact certain planning assumptions, including, but not limited to commodity and currency prices, costs and supply chain availabilities. Investors are reminded that the dividend framework is non-binding and the 2023 dividend payout range does not represent a legal commitment. Future dividends beyond the dividend payable on June 15, 2023 to holders of record at the close of business on June 1, 2023 have not yet been approved or declared by the Board of Directors, and an annualized dividend payout or dividend yield has not been declared by the Board. Management’s expectations with respect to future dividends are “forward-looking statements” and the Company’s dividend framework is non-binding. The declaration and payment of future dividends remain at the discretion of the Board of Directors and will be determined based on Newmont’s financial results, balance sheet strength, cash and liquidity requirements, future prospects, gold and commodity prices, and other factors deemed relevant by the Board. Statements relating to the proposed transaction to acquire the share capital of Newcrest, expectations regarding the potential value proposition, a binding proposal and the potential for synergies from the proposed transaction, or similar statements, also constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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. There is no certainty that any transaction will occur on the proposed terms, within any particular timeframe, that further negotiations will take place, that any synergies will be realized or that any transaction will occur at all. Risks include fluctuations in company stock price and results of operations; uncertainties regarding the outcome of discussions between Newmont and Newcrest with respect to the proposed transaction, including the possibility that the parties may not agree to pursue a business combination, or that it may be materially different from the terms of the proposal described herein; uncertainties about the outcomes of the due diligence process and the ability to consummate the proposed business combination or achieve the expected benefits; uncertainties with respect to shareholder approvals; potential regulatory or closing delays; the industry and market reaction to Newmont's proposed transaction; and changes in the overall economic conditions. For a discussion of risks and other factors that might impact future looking statements, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”), under the heading “Risk Factors", available on the SEC website or www.newmont.com. The Company does not undertake any obligation to release publicly revisions to any “forward-looking statement,” including, without limitation, outlook, to reflect events or circumstances after the date of this presentation, 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. Investors are also reminded to refer to the endnotes to this presentation for additional information. NO OFFER OR SOLICITATION: This presentation is neither an offer to purchase or exchange nor a solicitation of an offer to sell securities of Newmont or Newcrest. In furtherance of this proposed transaction and subject to future developments, Newmont may file one or more proxy statements or other documents with the SEC. This presentation is not a substitute for any proxy statement, scheme booklet or other document Newmont or Newcrest may file with the SEC and Australian regulators in connection with the proposed 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 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL BUSINESS COMBINATION TRANSACTION. Investors and securityholders may obtain a free copy of the disclosure documents (when they are available) and other documents 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 Newmont’s website at www.newmont.com or obtained for free from the sources listed below. Newmont and certain of its directors and executive officers may be deemed to be participants in any solicitation of proxies from Newcrest stockholders in respect of the proposed transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers is available in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 10, 2023. This document can be obtained free of charge from the sources indicated below. 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 proposed transaction if and when they become available. |
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 18 OVERVIEW OF PROPOSAL TO ACQUIRE NEWCREST Committed to Value Discipline Throughout the Process FEBRUARY 5 Newmont confirms non-binding proposal to combine with Newcrest FEBRUARY 15 Newcrest rejects proposal from Newmont and offers to provide access to limited, non-public information MARCH 13 Face-to-face meeting with Newmont and Newcrest Management team APRIL 7 Newmont submits non-binding ‘Best and Final’ proposal to acquire Newcrest APRIL 10 Newcrest agrees to grant period of confirmatory due diligence to enable Newmont to put forward a binding proposal APRIL 13 Newmont and Newcrest enter into exclusivity deed and begin 4 weeks of due diligence Confirmatory Due Diligence through May 11 See endnotes re the proposed Newcrest transaction. |
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 19 NEWMONT & NEWCREST – A POWERFUL VALUE PROPOSITION The New ESG STANDARD Newmont is the Gold Sector’s Recognized Sustainability Leader World-Class PORTFOLIO Portfolio of Tier 1 Operations with Gold and Copper Exposure Delivering SYNERGIES Proven Track Record of Newmont Team & Operating Model Driving CAPITAL ALLOCATION Newmont Returned $7.0B to Shareholders since Goldcorp Acquisition STRONGLY POSITIONED TO DELIVER SUBSTANTIAL SYNERGIES Sharing industry-leading safety systems, processes and culture Values-based organization driven by a clear purpose Social engagement based on inclusion, transparency and integrity Commitment to leading environmental practices and achieving climate goals Multi-decade low-cost production profile with growth options in gold and copper Unique combination of low-risk regional production platforms in Australia and Canada Optionality for portfolio rationalization and project sequence optimization >$1.5B disposals in first 12 months following Goldcorp acquisition Value creation from scale, global supply chain, cost efficiencies, access to talent and technology Productivity gains from technology, complementary ore body experience and functional excellence >$1.0B annual synergies from $10B Goldcorp acquisition Disciplined capital allocation strategy – sustain, grow and deliver shareholder returns Maintaining the industry’s strongest balance sheet with flexibility throughout the commodity cycle World-class global capital markets footprint and investor relevance See endnotes re the proposed Newcrest transaction, synergies and past performance. |
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 20 PROVEN TRACK RECORD OF VALUE DELIVERY Supply Chain and G&A Open Pit Mining Underground Mining Processing ANNUAL SYNERGIES FROM GOLDCORP ACQUISITION Cost Efficiency and Productivity Improvements $245M $310M $190M $345M $1.1B Total Synergies* ▪ Proven Full Potential program delivered $845M of synergies* – $500M from mining improvements – $345M from processing improvements ▪ Tier 1 Peñasquito operation has delivered >$700M of synergies – Sustainably resolved decade long community issues – ~40% from mining improvements, includes optimized load and haul & mine design improvements – ~40% from processing improvements, includes debottlenecking & increasing recoveries $365M Initial Commitment Exceeded in First 18 Months 2019 Goldcorp Acquisition: 5 New Operations, 3 New Countries, >$1B Annual Synergies *See endnotes re Full Potential and synergies. See endnotes re past performance. |
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 36 Endnotes Full Potential. Full Potential improvement value creation is considered an operating measure provided for illustrative purposes, and should not be considered GAAP or non-GAAP financial measures. Full Potential amounts are estimates utilized by management that represent estimated cumulative incremental value realized as a result of Full Potential projects implemented and are based upon both cost savings and efficiencies that have been monetized for purposes of the estimation. Because Full Potential improvement estimates reflect differences between certain actual costs incurred and management estimates of costs that would have been incurred in the absence of the Full Potential program, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Expectations of the results of Full Potential savings, synergies or improvements are forward-looking statements and subject to risks and uncertainties. Synergies. Synergies and value creation from any past or future acquisitions as used in this presentation is a management estimate provided for illustrative purposes and should not be considered a GAAP or non-GAAP financial measure. Synergies represent management’s combined estimate of pre-tax synergies, supply chain efficiencies and Full Potential improvements, as a result of the integration of Newmont’s and Goldcorp’s businesses that have been monetized for the purposes of the estimation. Because synergies estimates reflect differences between certain actual costs incurred and management estimates of costs that would have been incurred in the absence of the integration of Newmont’s and Goldcorp’s businesses, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Synergies are “forward-looking statements” subject to risks, uncertainties and other factors which could cause actual value creation to differ from expected or past synergies. Past Performance: Past performance metrics and figures included in this presentation are given for illustrative purposes only and should not be relied upon as (and are not) an indication of Newmont’s views on its or Newcrest’s future financial performance or condition or prospects (including on a consolidated basis). Investors should note that past performance of Newmont, including in relation to the past value returned to stockholders and past value creation and annual synergies, and other historical financial information cannot be relied upon as an indicator of (and provide no guidance, assurance or guarantee as to) future performance, including future synergies or value to stockholders. Third-Party Data. This presentation may contain industry, market and competitive position data which have come from a third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Newmont believes that such information has been prepared by a reputable source, Newmont has not independently verified the data contained therein. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. COVID-19. The extent to which COVID-19, related variants or other health emergencies will impact the Company in the future remains uncertain and cannot be predicted. COVID-19 has impacted the operation of Newmont’s mines and the development of projects and impacted exploration activities in the past. For companies, such as Newmont, that operate in multiple jurisdictions, disadvantage and risk of loss due to the limitations of certain local health systems and infrastructure to contain diseases and potential endemic health issues may occur. Impacts in the future could include additional employee and contractor absenteeism, travel restraints, shipment restraints, delays in product refining and smelting due to restrictions or temporary closures, other supply chain disruptions and workforce interruptions, including healthy and safety considerations,, which could have a material adverse effect on the Company’s cash flows, earnings, results of operations, estimated capital expenditures and the timing of projects. |
FIRST QUARTER 2023 EARNINGS NEWMONT CORPORATION 37 Endnotes Proposed Newcrest Transaction: Statements relating to the proposed transaction to acquire the share capital of Newcrest, expectations regarding the potential value proposition, a binding proposal and the potential for synergies from the proposed transaction, or similar statements, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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. There is no certainty that any transaction will occur on the proposed terms, within any particular timeframe, or that further negotiations will take place, or that it may be materially different from the terms of the proposal described herein. Risks include fluctuations in company stock price and results of operations; uncertainties regarding the outcome of discussions between Newmont and Newcrest with respect to the proposed transaction, including the possibility that the parties may not agree to pursue a business combination; uncertainties about the outcomes of the due diligence process and the ability to consummate the proposed business combination or achieve the expected benefits; uncertainties with respect to shareholder approvals; potential regulatory or closing delays; the industry and market reaction to Newmont's proposed transaction; and changes in the overall economic conditions. See slide 2 more information regarding forward-looking statements. Newmont does not undertake any obligation to communicate publicly revisions to any “forward-looking statement” 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. No Offer or Solicitation. This presentation is neither an offer to purchase or exchange nor a solicitation of an offer to sell securities of Newmont or Newcrest. In furtherance of this proposed transaction and subject to future developments, Newmont may file one or more proxy statements or other documents with the SEC. This presentation is not a substitute for any proxy statement, scheme booklet or other document Newmont or Newcrest may file with the SEC and Australian regulators in connection with the proposed 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 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL BUSINESS COMBINATION TRANSACTION. Investors and security holders may obtain a free copy of the disclosure documents (when they are available) and other documents 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 Newmont’s website at www.newmont.com or obtained for free from the sources listed below. Newmont and certain of its directors and executive officers may be deemed to be participants in any solicitation of proxies from Newcrest stockholders in respect of the proposed transaction between Newmont and Newcrest. Information regarding Newmont’s directors and executive officers is available in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 10, 2023. This document can be obtained free of charge from the sources indicated below. 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 proposed transaction if and when they become available. |
Exhibit 99.2
The following is an excerpt from the transcript of the conference call held by Newmont Corporation to present its First Quarter 2023 Earnings:
Bloomberg Transcript | FINAL | |
Q1 2023 Earnings Call | ||
Presentation
[…]
Tom Palmer
Thanks, Brian. I'd now like to provide an update on our potential acquisition of Newcrest.
To briefly recap the key events and milestones over the last three months. On February 5th, Newmont confirmed that we had submitted a non-binding proposal to acquire Newcrest. Then on February 15th, Newcrest advised that they have rejected our proposal, but open to provide us access to limited non-public information. After negotiating an appropriate non-disclosure agreement, we will provide an access to this information.
As part of this process, by executive leadership team and I, along with some of our key subject matter experts held a face-to-face meeting with the Newcrest management team. After reviewing this additional information, we submitted a revised non-binding proposal to the Board of Newcrest with the following terms. A proposal to acquire 100%of the issued share capital by way of an Australian scheme of arrangement under which Newcrest shareholders will receive 0.4 Newmont shares for each Newcrest share. Newcrest would have the right to fund and pay shareholders a special dividend of up to $1.10 per share to realize the value of (inaudible) credits. And as the Newmont offer is best and fine, subject only to no superior proposal emerging. On April 10th, the Newcrest Board then agreed to grant Newmont access to confirmatory due diligence to enable us to put forward a binding proposal. Newmont has been provided exclusivity for a four-week due diligence period (inaudible) on May 11th.
Our proposed acquisition would combine the assets and talent of two of the sector's top senior gold producers and set the new standard to safe, profitable, and responsible gold mining.
Newmont had a long history and a shared heritage with Newcrest, establishing our Australian subsidiary way back in 1966, a subsidiary that would become Newcrest some 25 years later. And as part of that shared history, our companies also have shared commitments to a strong safety culture and leading sustainability practices, which is in addition to the complementary portfolios of world-class assets located in low-risk mine jurisdictions.
Our proposed acquisition will strengthen our established position in Australia, creating efficiencies and value with a shared workforce, technical expertise and large-scale supply-chain optimization. And it would build upon the district potential in British Columbia's highly prospective Golden Triangle. Through a combination of operating mines and development projects, that would deliver value through shared technology, local capabilities and orebody experience.
With our scale and track record of successfully managing some of the world's top Tier 1 assets, this transaction would leverage Newmont's experience from the Goldcorp acquisition, where we have demonstrated over the last four years that we can generate meaningful improvements to performance, stability and profitability, especially at large open-pit and underground operations.
[…]
So in closing, I'm not able to provide any further details on the Newcrest proposal at this time as it is a live engagement. But I want to be clear with everyone on today's call, that we will continue to be disciplined as we work through the due diligence process and determine synergies, and we will act in the best interest of our shareholders. Thank you for your time today.
Questions And Answers
[…]
Q - Jackie Przybylowski
Thanks. Thanks very much for taking my question. And I'm going to apologize because I acknowledge that you just mentioned you don't want to give more information about the Newcrest transaction, but if I could ask on that anyway. Let's say, you finished the due diligence on this schedule where the exclusive period is still intact and it's approved by all shareholders. Can you talk a little bit about the timeline for as to when the earliest transaction closing would be? And so what your thought would be for integration of the asset?
A - Tom Palmer
Yeah. Thanks, Jackie. I'll try to answer the question as best as I can while respecting the need so that the ability to the restrictions on being able to comment. We're certainly in due diligence, so first and foremost, we'll go through that due-diligence process as an exclusivity period for four weeks, but we will remain disciplined in terms of understanding that information and assessing that and making our judgments and decisions.
And it is a core capability of Newmont. We have a -- part of our operating model is the capability of our operating and technical teams. So when it comes to due diligence, we have a very strong team who is very experienced in doing this work. So we are applying the full force of the Newmont organization on this due diligence exercise. And we work diligently through that process and then make our judgments. But assuming that, that will work well and -- sorry, Jackie?
[…]
It's all right, Jackie. Assuming that, that progresses well and we reach a binding agreement, then there would be the regulatory approvals to work through the Australian, the Papua New Guinea, the United States and Canada. So it really becomes an understanding of those approval pathways and ultimately, moving to close as dependent upon that. That's still a little bit in the future and work-in-progress so that normally takes a few months to work through those steps.
In terms of -- one of the real strengths of and the strategic rationale of this deal, of which there are many, what are the real strengths is that we already have an operating model and infrastructure in Australia and in Canada. So if you think about an integration exercise, we already have Mia Gous and a full business unit operating out of Australia. General managers report to Mia. We have a finance team, a HR team, a legal team, a sustainability and external relations team and a technical team. So integration in Australia involves two operations becoming part of Mia's team.
She currently has Boddington and Tanami. With RSVP down [ph] in Australia, we had Boddington, Tanami, we had Wahi over New Zealand, we had Jundee, we had KCGM. So we're scalable in terms of being able to accommodate additional operations. Exactly the same circumstance plays that in Canada, where we already have Eleonore, Musselwhite,Porcupine, Cripple Creek & Victor, reporting through to Bernard Wessels, and his North American leadership team. So again, Brucejack and Red Chris can fi t very comfortably into that scalable organization.
For Lihir, Papua New Guinea is a new jurisdiction, very similar to what we were in [ph]Indonesia with Batu Hijau. I joined him over nine years ago as the Senior Vice President for Indonesia based in Jakarta, managing the external relations with Indonesia and the BatuHijau operation. And I think there are some analogies between how I think about or how we think about over here and in P&G and what we did very successfully for many, many years in Indonesia.
So, Jackie, hopefully, that gives you some flavor of how we think about integration.
2
Q - Jackie Przybylowski
No, and that's helpful. Thanks, Tom. I mean I think when you talk or when the media talks about this transaction initially, the thought was sort of a year-end or early '24 closing, but I would expect that as this process has gone on, that gets pushed back. Is that fair, or you'd be kind of mid-2024 at the earliest timeframe? I'm just thinking from a modeling perspective.
A - Tom Palmer
Yeah, Jackie. I think that's too far into the future as best you can look into the crystal ball and working through, there's approval process. [ph] It's still -- we're in the hands of working through appropriate as approval processes, but I think it's a shorter time frame than what you just articulated.
Q - Jackie Przybylowski
Okay, okay, that's helpful. Thank you. And maybe just as a follow-up question or a related question. You've mentioned that maybe potential sanctioning decision or investment decision for more in late '23. And I know previously you've talked about Yanacocha Sulfides [ph] investment decision as well. Can you talk a little bit about what you're going to be looking for other independently of this Newcrest transaction? Or potentially in light of this Newcrest transaction, what you're looking for in order to make a positive sanction decision on the projects that you've got in your portfolio today?
A - Tom Palmer
[…]
We're just working through the due diligent process of which working towards the full funds at the end of the year. We've got some early long-lead items coming in, in terms of getting some fleet on the ground as the water comes out of that pit to be able to get a good start at that.
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If more generally, if we were to be successful in the acquisition, I would point you to our track record with Goldcorp, where within the first 12 months, we did work to rationalize the portfolio and to look to resequenced projects so that we stay true to our capital allocation strategy in terms of the strength of our balance sheet, a steady reinvestment in the business and leading returns to our shareholders. And that would be the same strategy that we would apply if we were in a situation where we were working through on integration of a combined portfolio.
The mantra at Newmont, which has been a key philosophy of how we approach our work for well over a decade is value over volume, and value over volume would apply if this in this transaction would be successful.
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Q - Tanya Jakusconek
Great. Good morning, everybody. Thank you so much for taking my questions. And I'm just going to circle back, Tom, if I can just on the Newcrest potential acquisition. Just wanted to check with you, do we not require also Mexican approval for that as well, or is that not needed?
A - Tom Palmer
No. I don't believe there is Mexican approvals needed, Tanya. I think it's the jurisdictions in which they are operating. So just look to Peter, I don't believe that's the case.
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Yeah.
Q - Tanya Jakusconek
Okay. So it's only the four that you mentioned. Okay, that's helpful. Thanks. That's one less country to deal with.
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And then just on the shareholder votes, just to confirm that you need 66 and two-thirds votes of the Newcrest shareholders and 50 point plus one [ph] for Newmont. Just want to make sure that I have those right
A – Tom Palmer
Tanya, I was just checking with the team. You break up a little bit on a (inaudible) so just checking the percentage wise, it's 50 plus one [ph] for Newmont. I believe that's the case, and it's two-thirds for Newcrest, we believe that's the case. If that's incorrect, Tanya, we'll circle back and clarify that.
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Q – Anita Soni
Hi. Good morning, Tom and team. I guess my first question is with respect broadly to strategy and the acquisition of Newcrest. So you were talking about how your operations are just scalable, and I was just trying to understand that when you -- if you were to acquire Newcrest that your intention would be to basically run the 2 million ounces of assets that they have and add that to the 6 million or so million ounces and you'd be I guess 7 million ounce producer? Or would there be some asset rationalization in there in your going forward plan?
A – Tom Palmer
Yeah. Thanks and good morning, Anita. I think probably two parts to answer that question. We have an operating model that is scalable to be able to integrate the existing flow of operations at Newcrest with our 12 managed operations and manage those operations safely and effectively. But our focus is on value over volume. So we still got a lot of work to do in the context of Newcrest. That would be inappropriate to comment specifically on the Newcrest, given it's a live engagement. But we certainly look back at our playbook and our experience with Goldcorp, where we divested KCGM, Red Lake, Continental Gold within the first 12 months and rolling that $1.5 billion in proceeds?
So as we work through our due diligence on this live transaction, and we think about portfolio rationalization value over volume and synergies, we've got four years of experience and muscle memory capability within our team that we drew upon. And we will look to that experience then think about this potential opportunity. So I know I'm making mistake [ph] because it's a live engagement, but hopefully, you can see the playbook that we have followed over the last four years with value over volume being front and center.
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This is a live engagement. We will remain disciplined in terms of decisions we made as to whether proceed or not. And we know we have -- we know very, very well if were successful, what's involved in integrating and delivering synergies. If this would have come off, it's a transformational transaction. And our focus will be on delivering on our commitments and we have the experience of knowing what's involved in that, and we will be applying all of that experience for some time to deliver that value.
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Q – Greg Barnes
Yeah. Thank you for that. And Tom and Rob, perhaps your views on the safety culture atNewcrest, if you have any, or can talk about it even..
Q – Tom Palmer
Yes. Thanks, Greg. It's something that is part of the -- when we think about confirmatory due diligence, there's all the stuff you do going into data rooms and boring through resource models and mine plans and the like. An important part of confirmatory due diligence is getting on the ground, so whether it'd be the Newcrest or any other potential acquisition we might be looking at what's very important for us in making that judgment about whether it's fair value in a transaction we perceive with is getting on-the-ground with our technical people, but also senior leaders.
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So as we think about due diligence and site visits, folks like Rob, Aaron Puna, Dean Gehring, all of my team with Bernard Wessels, Mia Gous, Francois Hardy, so all very senior operational leaders at the site. Whether it'd be in the context of a live engagement or any other due diligence we do, having senior leaders on the ground, any day to spend a day, but you learn a lot walking around an operation within a day in terms of the culture in that operation, in particularly, the safety culture. And that is a very important part of our due diligence process, and certainly, a part of our due diligence process that we would be doing in this live engagement.
So can't comment specifically on this particular engagement, but rather that it is an important part of their decision-making process. And we send our most senior people to site, and safety and safety culture is a fundamental part of that due diligence process.
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Q – Anita Soni
Hi. Thanks. This is my follow-up. So I just wanted to talk about the issues you talked about in Western Australia, and feel that (inaudible) important enough to make your conference call, we should probably delve into that a little bit more. And I do recall meeting the gentleman that you appointed. I can't recall his name but to head up that initiative. But it's no secret that Newcrest has been at the center of some of these issues. So I'm just trying to understand how ultimately you propose to improve some of their operations that also deal with the cultural issues that Newcrest has around sexual harassment and respect at work -- they have a program in place called respect at work, which I'm not sure if it's yielded any results yet or not. But just wanted to see how you guys were thinking about that and would approach that. Obviously, you acknowledged that you've had some issues yourself, but I just wanted to see how you're thinking about that in the context of a larger company that is now far more focused in Australia.
A – Tom Palmer
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When I think about any potential transaction and integration, whether it'd be Newcrest or any other company, our approach would be to apply the same things that we're going to have to do within our own operations in terms of setting expectations for what is acceptable behavior to be equipping our leaders with the skills to understand what is inappropriate behavior and address it early on to ensure that we're creating safe work environments. Many mining operations have accommodation camps, how we're think about site work environments in our accommodation camps, not only for the men and women who work in mining operations but importantly for those people who cater and clean in those accommodation villages.
How do we ensure that we have the person at the center of any event that occurs, and we're supporting the person as we work through any particular issue that may present in terms of bullying harassment, racism, and the like. So the actions that we're looking to develop and take at Newmont, if we were successful in acquiring Newcrest would be exactly the same actions that we would be applying at a set of Newcrest operations.
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Clarification Note: approval by shareholders of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) typically requires (i) a 50% majority of the number of shareholders voting and (ii) 75% of the votes cast.
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