VANCOUVER, April 12, 2019 /PRNewswire/ - Goldcorp Inc.
(NYSE: GG, TSX: G) ("Goldcorp" or the "Company") today announced
that Newmont Mining Corporation (NYSE: NEM) ("Newmont") has
received Investment Canada Act approval in connection with
the previously-announced plan of arrangement (the "Arrangement"),
whereby Newmont will acquire all outstanding common shares of
Goldcorp. The arrangement has previously received shareholder
approval and clearance under the Competition Act (Canada). No further regulatory or shareholder
approvals are required in connection with the Arrangement.
Newmont and Goldcorp expect the transaction to close on
April 18, 2019, subject the
satisfaction of customary closing conditions.
Immediately upon the closing of this transaction, the combined
entity will be called Newmont Goldcorp, and is expected to:
- Target 6-7 million ounces of steady-state gold production over
a decades-long time horizon; i
- Begin delivering a combined $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); ii
- 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;
iii
- 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.
About Goldcorp
Goldcorp is a senior gold producer
focused on responsible mining practices with safe, low-cost
production from a high-quality portfolio of mines.
Cautionary Statement Regarding Forward-Looking
Statements:
This press release contains "forward-looking statements" within
the meaning of Section 27A of the United States Securities Act of
1933, as amended, Section 21E of the United States Exchange Act of
1934, as amended, the United States Private Securities Litigation
Reform Act of 1995, or in releases made by the United States
Securities and Exchange Commission, all as may be amended from time
to time, and "forward-looking information" under the provisions of
applicable Canadian securities legislation, concerning the
business, operations and financial performance and condition of
Goldcorp. Forward-looking statements include, but are not limited
to, statements relating to the expected timing and closing of the
proposed transaction, including receipt of required approvals and
satisfaction of other customary closing conditions; estimates of
future production; expectations regarding accretion; estimates of
future cost reductions, efficiencies and synergies; expectations
regarding advancement of Newmont's and Goldcorp's operations,
including, without limitation, expected average
IRR, expectations of future dividends and returns to
stockholders; and expectations of future plans and benefits.
Generally, these forward-looking statements can be identified by
the use of words such as "plans", "expects" , "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" , "believes", or variations or comparable language of
such words and phrases or statements that certain actions, events
or results "may", "could", "would", "should", "might" or "will",
"occur" or "be achieved" or the negative connotation thereof.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, if untrue, could cause the actual
results, performances or achievements of Goldcorp to be materially
different from future results, performances or achievements
expressed or implied by such statements. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which Goldcorp
will operate in the future, including the price of gold,
anticipated costs and ability to achieve goals. Certain important
factors that could cause actual results, performances or
achievements to differ materially from those in the forward-looking
statements include, among others, delays or failure to obtain the
required approvals; competitive responses to the announcement of
the transaction; litigation or challenges to the proposed
transaction; changes to the current scientific and technical
information; permitting, development, operations and expansion of
Newmont's and Goldcorp's operations and projects being consistent
with current expectations and mine plans, including without
limitation receipt of export approvals; planning and integration
assumptions; gold price volatility, discrepancies between actual
and estimated production, mineral reserves and mineral resources
and metallurgical recoveries, mining operational and development
risks, litigation risks, regulatory restrictions (including
environmental regulatory restrictions and liability), changes in
national and local government legislation, taxation, controls or
regulations and/or change in the administration of laws, policies
and practices, expropriation or nationalization of property and
political or economic developments in Canada, the United
States and other jurisdictions in which the Company does or
may carry on business in the future, delays, suspension and
technical challenges associated with capital projects, higher
prices for fuel, steel, power, labour and other consumables,
currency fluctuations, the speculative nature of gold exploration,
the global economic climate, dilution, share price volatility,
competition, loss of key employees, additional funding requirements
and defective title to mineral claims or property. Although
Goldcorp believes its expectations are based upon reasonable
assumptions and has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as
anticipated, estimated or intended.
Forward-looking statements are subject to known and unknown
risks, uncertainties and other important factors that may cause the
actual results, level of activity, performance or achievements of
Goldcorp to be materially different from those expressed or implied
by such forward-looking statements, including but not limited to:
the inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Newmont's and
Goldcorp's businesses; the ability to achieve the anticipated
synergies and value-creation contemplated by the proposed
transaction; the risk associated with timing of the closing of the
proposed transaction, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all and the
failure of the transaction to close for any other reason; the risk
that a consent or authorization that may be required for the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the arrangement agreement; unanticipated difficulties or
expenditures relating to the transaction, the response of business
partners and retention as a result of the announcement and pendency
of the transaction; risks relating to the value of the Newmont's
common stock to be issued in connection with the transaction; the
anticipated size of the markets and continued demand for Newmont's
and Goldcorp's resources and the impact of competitive responses to
the announcement of the transaction; and the diversion of
management time on transaction-related issues as well as those
factors discussed in the section entitled "Description of the
Business – Risk Factors" in Goldcorp's most recent annual
information form available on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov. Although Goldcorp has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. Forward-looking statements
are made as of the date hereof and, accordingly, are subject to
change after such date. Except as otherwise indicated by Goldcorp,
these statements do not reflect the potential impact of any
non-recurring or other special items or of any disposition,
monetization, merger, acquisition, other business combination or
other transaction that may be announced or that may occur after the
date hereof. Forward-looking statements are provided for the
purpose of providing information about management's current
expectations and plans and allowing investors and others to get a
better understanding of Goldcorp's operating environment. Goldcorp
does not intend or undertake to publicly update any forward-looking
statements that are included in this document, whether as a result
of new information, future events or otherwise, except in
accordance with applicable securities laws.
i Caution Regarding Projections: Projections
used in this release are considered "forward-looking statements."
See cautionary statement above regarding forward-looking
statements. Forward-looking information representing post-closing
expectations is inherently uncertain. Estimates such as expected
accretion, NAV, Net Present Value creation, synergies, expected
future production, IRR, financial flexibility and balance sheet
strength are preliminary in nature. There can be no assurance that
the proposed transaction will close or that the forward-looking
information will prove to be accurate.
ii Net Present Value (NPV) creation as used in
this release is a management estimate provided for illustrative
purposes, and should not be considered a GAAP or non-GAAP financial
measure. NPV creation represents management's combined estimate of
pre-tax synergies, supply chain efficiencies and Full Potential
improvements, as a result of the proposed transaction that have
been monetized and projected over a twenty year period for purposes
of the estimation, applying a discount rate of 5 percent. Such
estimates are necessarily imprecise and are based on numerous
judgments and assumptions. Expected NPV creation is a
"forward-looking statement" subject to risks, uncertainties and
other factors which could cause actual value creation to differ
from expected value creation.
iii 2019 dividends beyond Q1 2019 have not yet
been approved or declared by the Board of Directors. Management's
expectations with respect to future dividends or annualized
dividends are "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. Investors are cautioned that such
statements with respect to future dividends are 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. The Board
of Directors reserves all powers related to the declaration and
payment of dividends. Consequently, in determining the dividend to
be declared and paid on the common stock of the Company, the Board
of Directors may revise or terminate the payment level at any time
without prior notice. As a result, investors should not place undue
reliance on such statements.
iv IRR targets on projects are calculated using
an assumed $1,200 gold price.
For further information please
contact:
INVESTOR
CONTACT
|
MEDIA
CONTACT
|
Shawn
Campbell
|
Christine
Marks
|
Director, Investor
Relations
|
Director, Corporate
Communications
|
Telephone: (800)
567-6223
|
Telephone: (604)
696-3050
|
E-mail:
info@goldcorp.com
|
E-mail:
media@goldcorp.com
|
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SOURCE Goldcorp Inc.