DENVER and VANCOUVER, British Columbia, Oct. 9 /CNW/ -- Newmont Mining
Corporation (NYSE: NEM) and Miramar Mining Corporation (TSX: MAE; Amex: MNG)
announced today 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-
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
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."
Full details of the offer will be included in the formal offer and take-
over bid circular that is expected to be mailed to Miramar shareholders by the
end of October. Newmont's take-over bid circular will be accompanied by
Miramar's directors' circular, which will provide shareholders of Miramar
with, among other things, the rationale for the unanimous recommendation of
the Miramar board that shareholders accept Newmont's offer. Newmont's
obligation to acquire shares pursuant to the offer will be subject to certain
customary conditions, including there having been validly deposited at the
expiry of the offer a number of common shares of Miramar that, together with
the common shares held by Newmont and its affiliates, constitutes at least 66
2/3% of the common shares of Miramar then outstanding on a fully-diluted basis
(disregarding shares that may be acquired by Newmont pursuant to warrants that
it owns). Newmont currently holds an approximately 8.4% basic and 15.0% fully-
diluted common share interest in Miramar.
Newmont also announced that it has enhanced its existing financing
capacity with a US$1.3 billion underwritten financing commitment from JPMorgan
and Citi that is in addition to approximately US$1.5 billion in available
capacity under its current revolving credit facility.
Newmont has engaged Genuity Capital Markets as its financial advisor and
Citi and JPMorgan as co-advisors, and engaged Wachtell, Lipton, Rosen & Katz
and Goodmans LLP as its legal advisors in connection with the transaction.
Miramar has engaged BMO Capital Markets as its sole financial advisor, and
Gowling Lafleur Henderson LLP and Dorsey & Whitney LLP as its legal advisors
in connection with the transaction.
Founded in 1921 and publicly traded on the NYSE since 1925, Newmont is
one of the largest gold companies in the world. Headquartered in Denver,
Colorado, the company employs approximately 15,000 people, the majority of
whom work at Newmont's core operations in the United States, Australia, Peru,
Indonesia and Ghana. Newmont is the only gold company listed in the S&P 500
index and in the Dow Jones Sustainability Index-World. Newmont's
industry-leading performance is reflected through high standards in
environmental management, health and safety for its employees and creating
value and opportunity for host communities and shareholders.
Miramar is a Canadian gold company that controls the Hope Bay Project,
one of the largest undeveloped gold projects in North America. The Hope Bay
Project extends over 1,000 square kilometers and encompasses one of the most
prospective undeveloped greenstone belts in North America.
More Information and Where to Find It:
Newmont and Miramar will file materials related to Newmont's proposed
offer for all of the outstanding common shares of Miramar, including the
support agreement, Newmont's take-over bid circular and Miramar's directors'
circular, with the Canadian securities commissions and the U.S. Securities and
Exchange Commission (SEC). Investors and security holders are advised to read
these materials when they become available because they will contain important
information. Investors and security holders may obtain materials that are
filed with the Canadian securities commissions and the SEC, including the
support agreement, Newmont's take-over bid circular and Miramar's directors'
circular, when they become available, at www.sedar.com and www.sec.gov.
This news release contains forward-looking statements, including
"forward- looking statements" within the meaning of applicable Canadian and
United States securities laws. Such forward-looking statements include,
without limitation, statements regarding the timing, terms and conditions and
anticipated consequences of the proposed transaction. Where statements by
Newmont or Miramar express or imply an expectation or belief as to future
events or results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis. However, forward-looking statements are
subject to risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed, projected or
implied by such forward-looking statements. The completion of the proposed
transaction is subject to a number of terms and conditions including, without
limitation, acceptance of the offer by holders of the requisite number of
common shares of Miramar, approval of Canadian competition and foreign
investment regulators and certain termination rights available under the
agreement relating to the transaction. Neither Newmont nor Miramar undertakes,
and each expressly disclaims, any obligation to release publicly revisions to
any forward-looking statement to reflect events or circumstances after the
date of this news release, or to reflect the occurrence of unanticipated
events, except as may be required under applicable securities laws.
Additionally, Newmont and Miramar each expressly disclaims any obligation to
comment on expectations of, or comments made by, third parties in respect of
the proposed transaction.
For further information:
For further information: Investor, John Seaberg, +1-303-837-5743,
firstname.lastname@example.org, or Media, Omar Jabara +1-303-837-5114,
email@example.com, both of Newmont; or Investor, Nicole Hoeller of
Miramar, +1-604-985-2572, firstname.lastname@example.org Web Site: