Newcrest agrees to acquire Pretium Resources Transaction Overview
Overview
• Newcrest Mining Limited (“Newcrest”) has entered into an agreement (the “Arrangement Agreement”) with Pretium Resources Inc (“Pretivm”) to acquire all of the issued and outstanding common shares of Pretivm, other than the 4.8% it already owns (the “Transaction”)
• Unanimously approved and recommended by the Pretivm board of directors
• Acquisition via a Plan of Arrangement, similar to an Australian Scheme of Arrangement
• Pretivm owns a 100% interest in the Brucejack mine and surrounding tenements located in north-western British Columbia, Canada
Consideration
• C$18.50 in cash or 0.8084(5) in Newcrest shares per Pretivm share, delivering an attractive:
o 22.5% premium to Pretivm’s last closing price on 8 November 2021
o 24.2% premium to Pretivm’s 10-day volume weighted average price (“VWAP”) on the TSX as of 8 November 2021
• Total consideration offered values all of the outstanding common shares of Pretivm at approximately US$2.8 billion(6), on an undiluted basis
• Pretivm shareholders will be able to elect either C$18.50 in cash or 0.8084(5) in Newcrest shares per Pretivm share, subject to proration and an aggregate cap payable by Newcrest of 50% cash and 50% Newcrest shares. Pretivm shareholders who do not elect cash or Newcrest shares (subject to proration) will receive default consideration of C$9.25 per Pretivm share in cash and 0.4042(5) Newcrest shares per Pretivm share.
• The cash component of the transaction consideration will be funded from Newcrest’s existing liquidity
Approvals and Conditions
• Pretivm officers and board of directors have entered into voting support agreements with respect to all of the Pretivm shares that they own or control
• Subject to Pretivm shareholder approval of at least 662⁄3% of total votes cast
• Customary court approvals, competition clearances and Investment Canada Act approval
Other
• Customary provisions including non-solicitation, notification and matching rights
• C$125 million termination fee payable to Newcrest under certain customary circumstances
Timing
• Circular expected to be mailed to Pretivm shareholders in January 2022
• Expected to close in the first quarter of calendar year 2022