Barrick Ends Hostile Bid But Walks Away With Long-Sought Prize

(Bloomberg) -- Barrick Gold Corp. may have withdrawn its pursuit of rival Newmont Mining Corp., but the hostile-takeover bid did yield a big prize: Control over the largest single gold mining operation in the world.

On Monday, Barrick abandoned its $17.8 billion bid for Newmont, with the two largest gold companies instead announcing a joint venture around their Nevada assets, with Barrick holding sway over 61.5 percent of the operation. Barrick Chief Executive Officer Mark Bristow declined to say if control of the venture was his end game all along, but stressed that the final deal offers less “gristle” for investors to chew on than a full merger.

“It’s not an easy thing to do, to get past all the different opinions,” he said in a telephone interview. "It’s a fantastic outcome.”

He said that while a full-on merger could be possible some time in the future, for at least the next two years it would have to be friendly, as each company agreed not to make any unsolicited bids for the other during that time.

Previous tries at merging, or even just expanding cooperation around the Nevada assets, have gone nowhere. Key issues have been which company would be in charge, and how the stake would be divided. Monday’s deal is restricted to Nevada, and doesn’t include exploration properties. But there is room to expand it, both sides said today.

Bristow said the area offers “high-grade reserves” and “outstanding exploration potential that I have no doubt we will continue to unlock.” The JV will ensure more than 20 years of profitable and responsible production in Nevada, he added.

With the hostile bid behind him, Bristow refused to say what large investors thought of the proposal. His focus now is on advancing a Nevada partnership he described as "the largest single gold mining operation in the world."

The joint effort will have three so-called Tier One assets, which produced about 4 million ounces in 2018. “The joint venture will then have a 48 million ounce high grade reserve and resources of an additional 28 million ounces to start with," he told analysts.

“It’s not about being the biggest or acquiring the next big competitor,” Simon Jaeger, a portfolio manager at Flossbach von Storch AG, one of the top five shareholders of both companies. “It’s really about increasing the shareholder-value thought that was clearly lacking in the industry.”

Getting Attention

Ironically, it was Newmont’s own takeover play for Goldcorp Inc. that put Monday’s deal in motion. That merger “triggered an opportunity for us to get peoples’ attention,” Bristow said. Barrick’s hostile bid was launched as an alternative that would have derailed the Goldcorp deal. Newmont rejected the proposal, and offered up a JV as an alternative.

“Historically, these opportunities are very difficult to exploit in a static scenario,” Bristow said.

From the beginning, Bristow had said that the bulk of the $7 billion synergies he envisioned from a merger with Newmont would come from the two companies’ projects in Nevada but insisted that Barrick operate the mine and have the larger stake. In a joint presentation to shareholders, the companies said they expect $4.7 billion in synergies from the JV.

Newmont CEO Gary Goldberg had previously said any figures were ‘hypotheticals,” as the two sides had not sat down together long enough to work out the numbers. In the last week, though, Goldberg and Bristow have met over dinner in New York and in a one-on-one meeting in Toronto.

“This isn’t about personalities,” Goldberg said. “This is about working together and delivering on behalf of all of our stakeholders. So that’s it for the relationship talk.”

There is no urgent need to sell assets covered by the joint venture, Goldberg said in a telephone interview Monday.

--With assistance from Joe Richter and Justina Vasquez.

To contact the reporter on this story: Danielle Bochove in Toronto at dbochove1@bloomberg.net

To contact the editors responsible for this story: Luzi Ann Javier at ljavier@bloomberg.net, Joe Richter

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