Newmont enters Scheme Deed to acquire all Newcrest shares; 0.400x share exchange ratio; closing Q4 2023

NEWMONT Corp /DE/

Newmont to issue ~358M shares (31% of post-close outstanding) in exchange for all Newcrest shares at 0.400 NEM per NCM.
Transaction subject to Newmont and Newcrest shareholder approvals, court approval, and regulatory clearances (FIRB, Canada, PNG).
Break fees: Newcrest pays Newmont US$178.5M; Newmont pays Newcrest US$374.8M under specified circumstances.
Newcrest may pay up to $1.10 per share special dividend conditional on scheme becoming effective.
Newmont to invite two Newcrest directors to its board; closing expected Q4 2023.

item 1.01 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEWMONT Corp /DE/ entered into Scheme Implementation Deed with Newcrest Mining Limited (effective 2023-05-14).

Action: entry
Agreement: merger
Counterparty: Newcrest Mining Limited
Effective: 2023-05-14

Exact text from the filing

On May 14, 2023 (Mountain Daylight Time) / May 15, 2023 (Australian Eastern Standard Time), Newmont Corporation, a Delaware corporation (“Newmont” or the “Company”), entered into a scheme implementation deed (the “Scheme Implementation Deed”) with Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Newmont (“Newmont Sub”) and Newcrest Mining Limited, an Australian public company limited by shares (“Newcrest”)

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NEWMONT Corp /DE/ filing history →

Source: SEC EDGAR

accession 0001104659-23-060865

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