Barrick Gold Corporation (NYSE:ABX)(TSX:ABX) (“Barrick” or the “Company”) today* announced that it has reached agreement on the terms of a recommended share-for-share merger of Barrick and Randgold Resources Limited (the “Merger”).
The Merger will create an industry-leading gold company with the greatest concentration of Tier One Gold Assets1 in the industry, led by a proven management team of owners. Superior operating metrics, including the highest Adjusted EBITDA margin2 and the lowest total cash cost3 position among Senior Gold Peers4, will support sustainable investment in growth and shareholder returns. The Merger is subject to approval by both sets of shareholders, regulatory approvals and other customary closing conditions.
It is intended that the Merger will be implemented by means of a court-sanctioned scheme of arrangement of Randgold Resources Limited (“Randgold”) and the Randgold Shareholders under Article 125 of the Companies (Jersey) Law 1991, with the entire issued and to be issued share capital of Randgold being acquired by Barrick. Under the terms of the Merger, each Randgold Shareholder will receive 6.1280 New Barrick Shares for each Randgold Share. Following completion of the Merger, Barrick Shareholders will own approximately 66.6 per cent and Randgold Shareholders will own approximately 33.4 per cent of the New Barrick Group on a fully-diluted basis.
Commenting on today’s announcement, John L. Thornton, Executive Chairman of Barrick, said:
“The combination of Barrick and Randgold will create a new champion for value creation in the gold mining industry, bringing together the world’s largest collection of Tier One Gold Assets, with a proven management team that has consistently delivered among the best shareholder returns in the gold sector over the past decade. Our overriding measure of success will be the returns we generate and not the number of ounces we produce, balancing boldness and prudence to deliver consistent and growing returns to our fellow owners, a truly simple but radical and achievable concept. There are no premiums in the merger because we strongly believe in the opportunity to add significant value for our shareholders from the disciplined management of our combined asset base and a focus on truly profitable growth.”
Commenting on today’s announcement, Mark Bristow, Chief Executive Officer of Randgold, said:
“Our industry has been criticised for its short-term focus, undisciplined growth and poor returns on invested capital. The merged company will be very different. Its goal will be to deliver sector leading returns, and in order to achieve this, we will need to take a very critical view of our asset base and how we run our business, and be prepared to make tough decisions. By employing a strategy similar to the one that proved very successful at Randgold, but on a larger scale, the New Barrick Group will leverage some of the world’s best mines and talent to create real value for all stakeholders.”
The Merger is expected to close by Q1 2019. Following completion of the Merger:
- John L. Thornton, Executive Chairman of Barrick, will become Executive Chairman of the New Barrick Group.
- Mark Bristow, Chief Executive Officer of Randgold, will become President and Chief Executive Officer of the New Barrick Group.
- Graham Shuttleworth, Finance Director and Chief Financial Officer of Randgold, will become Senior Executive Vice President and Chief Financial Officer of the New Barrick Group.
- Kevin Thomson, Senior Executive Vice President, Strategic Matters of Barrick, will become Senior Executive Vice President, Strategic Matters of the New Barrick Group.
- Two-thirds of the directors of the Board of the New Barrick Group will be nominated by Barrick, and one-third will be nominated by Randgold.
Shares in the New Barrick Group issued to Randgold Shareholders will be admitted to trade on the New York Stock Exchange and the Toronto Stock Exchange, subject to the approval or acceptance of each exchange.
A Rule 2.7 announcement has been published in accordance with the City Code on Takeovers And Mergers (United Kingdom) and can be accessed at the following link: www.sedar.com
The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Merger will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Merger, shareholders of Randgold should rely only on the information contained and procedures described in the formal Scheme Document.
Terms used in this notice but not defined in this notice shall have the same meanings given to them in the announcement of the Merger dated 24 September 2018.