Newmont to Acquire Miramar Mining for C$6.25 Cash Per Share; Miramar Board to Unanimously Recommend Offer
Tuesday, October 9th, 2007
Newmont Mining Corporation and Miramar Mining Corporation announce that they have entered into a definitive support agreement that provides for the acquisition by Newmont, with the unanimous support of the Miramar board of directors, of all the outstanding common shares of Miramar for C$6.25 cash per common share. The acquisition will be effected through a take-over bid, the full details of which will be contained in Newmont’s take-over bid circular that is expected to be mailed to Miramar shareholders by the end of October. The transaction values Miramar at approximately C$1.5 billion on a fully-diluted basis. The offer represents a premium of approximately 29% over Miramar’s 20-day volume weighted average trading price on the TSX through October 5, 2007.
The board of directors of Miramar has unanimously determined that the offer to be made by Newmont is fair and that it will recommend that shareholders tender to the offer. Miramar has received opinions from BMO Capital Markets and Paradigm Capital Inc. that, subject to the limitations and qualifications stated in such opinions, the consideration to be received under the offer is fair, from a financial point of view, to Miramar shareholders. All of the directors and senior officers of Miramar have entered into written agreements to accept Newmont’s offer and to tender their shares to the take- over bid.
Richard O’Brien, Chief Executive Officer and President of Newmont, said, “We made an initial investment in Miramar in 2005 because we saw the potential strategic opportunity offered by the Hope Bay Project as part of our broader exploration and growth portfolio. We have been impressed with the progress of the Project since that time, and believe that, as a result of its scale, the true potential of the Project can best be realized with the additional expertise and resources of a global gold company like Newmont. Consistent with our strategic focus on exploration and project development, this transaction represents the next logical step for this world class resource. This transaction further emphasizes our focus on our core gold business while providing opportunities for sustainable, lower cost production and future reserve replacement.”
The strategic benefits offered by this transaction include:
— the opportunity for Newmont to establish a new, core mining district in the Nunavut Territory of Canada;
— the opportunity for Newmont’s exploration and project development teams to focus on a long-term deposit with competitive operating costs that is one of the top known, undeveloped gold deposits globally;
— the opportunity to reduce the technical risk associated with the Project using Newmont’s historic investment in and understanding of the Hope Bay Project, and;
— the opportunity for Newmont to control and explore a roughly 80 by 20 kilometer greenstone belt with substantial exploration potential located in a AAA-rated country.
Tony Walsh, President and Chief Executive Officer of Miramar said, “We believe Newmont’s offer takes into account the value of the existing resources at Hope Bay along with the significant upside potential. I firmly believe this is a world class project and that its value will continue to be realized under the direction of Newmont, a world class gold mining company.”