RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:O'Brien: a Trojan horse since 2 years ?!?Material Change Report is out! Further the (hopefully) complete Text version of the
"Arrangement Agreement". Check out Sedar for it.
Was released dated on same day when a Webcast was made hosted by Newcrest's financial adviser "RBC Capital Markets". Normal Pretium shareholders where excluded from this information webcast. A day later there is still no uncut recording of the webcast available for shareholders on the Pretium Webpage...
I post here only the text of the Matrial Change Report. For the very interesting detailed text of the "Arrangement Agreement" please see SEDAR...
Is here a Trojan horse at work with the name O`Brien ?!!
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1:
Name and Address of Company
Pretium Resources Inc. (“Pretivm” or the “Company”)
Suite 2300, Four Bentall Centre
1055 Dunsmuir Street
PO Box 49334
Vancouver, BC V7X 1L4
Item 2:
Date of Material Change
November 8, 2021
Item 3:
News Release
A news release announcing the material change was issued on November 8, 2021 through
GlobeNewswire. The news release was filed on SEDAR at www.sedar.com.
Item 4:
Summary of Material Change
On November 8, 2021, the Company announced that it had entered into a binding agreement
(the “Arrangement Agreement”) with Newcrest Mining Limited (“Newcrest”), pursuant to
which Newcrest has agreed to acquire all of the outstanding shares of Pretivm that it does not
already own (the “Transaction”).
Item 5.1:
Full Description of Material Change
On November 8, 2021, the Company announced that it had entered into the Arrangement
Agreement with Newcrest, pursuant to which Newcrest has agreed to acquire all of the
outstanding shares of Pretivm that it does not already own. Pursuant to the Transaction,
Pretivm shareholders will have the option to elect to receive C$18.50 per Pretivm share in
cash or 0.8084 Newcrest shares per Pretivm share, representing share consideration of
C$18.50 based on the Canadian dollar equivalent of the 5 day volume-weighted-average-price
(VWAP) of Newcrest shares on the Australian Securities Exchange (ASX) ending on
November 8, 2021, subject to proration to ensure aggregate cash and Newcrest share
consideration each represent 50% of total transaction consideration (the “Transaction
Price”). 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 Newcrest
shares per Pretivm share.
The Transaction Price represents a premium of 23% and 29% to the closing price and the 20-
day VWAP, respectively, of Pretivm’s shares on the TSX as at November 8, 2021. The total
equity value pursuant to the Transaction is approximately C$3.5 billion on a fully diluted
basis. Newcrest currently owns approximately 4.8% of Pretivm’s shares. If consummated, the
Transaction would result in Pretivm shareholders owning approximately 8% of Newcrest, on
a fully diluted basis.Details of the Transaction
The Transaction, which is not subject to a financing condition, will be implemented by way
of a court-approved plan of arrangement under the Business Corporations Act (British
Columbia) and will require the approval of 66 2/3% of the votes cast by: (i) the holders of
Pretivm’s common shares; and (ii) holders of options to acquire shares of Pretivm, voting
together as a single class, at a special meeting of Pretivm securityholders to be held to consider
the Transaction (the “Special Meeting”). In addition to approval by Pretivm shareholders and
optionholders, the Transaction is also subject to the receipt of court approval, regulatory
approvals including approval under the Investment Canada Act and competition clearances in
Canada, and other customary closing conditions for transactions of this nature. The
Transaction is expected to be completed in the first quarter of 2022.
The Arrangement Agreement provides for customary deal-protection provisions, including a
non-solicitation covenant on the part of Pretivm and a right for Newcrest to match any
Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement
includes a termination fee of C$125 million, payable by Pretivm, under certain circumstances
(including if the Arrangement Agreement is terminated in connection with Pretivm pursuing
a Superior Proposal). The directors and senior officers of Pretivm owning in aggregate
approximately 0.2% of Pretivm’s voting securities have agreed to vote all the shares and
options they own or control in favour of the Transaction.
Pretivm Board of Directors and Special Committee Recommendations
A special committee comprised entirely of independent directors of Pretivm (the “Special
Committee”) unanimously recommended the Transaction to the board of directors of Pretivm
(the “Pretivm Board”). The Pretivm Board has evaluated the Arrangement Agreement with
the Company’s management and legal and financial advisors and, following the receipt and
review of a unanimous recommendation from the Special Committee, the Pretivm Board has
unanimously determined that the Arrangement Agreement is in the best interest of the
Company, and the Pretivm Board has resolved to recommend that the Company’s
shareholders and option holders vote in favour of the Transaction, all subject to the terms and
conditions contained in the Arrangement Agreement.
BMO Capital Markets has provided an opinion to the Pretivm Board and Citi has provided an
opinion to the Pretivm Special Committee and Pretivm Board, based upon and subject to
various assumptions, limitations and qualifications, as to the fairness, from a financial point
of view and as of the dates of such opinions, to holders of Pretivm common shares (other than
Newcrest and its affiliates) of the consideration to be received by such holders in the
Transaction.
Further details regarding the terms of the Transaction are set out in the Arrangement
Agreement, which will be publicly filed by Pretivm under its profile at www.sedar.com.
Additional information regarding the terms of the Arrangement Agreement, the background
to the Transaction, the rationale for the recommendations made by the Special Committee and
the Pretivm Board and how Pretivm shareholders and option holders can participate in and
vote at the Special Meeting to be held to consider the Transaction will be provided in the
management information circular for the Special Meeting which will also be filed at
www.sedar.com. Shareholders are urged to read these and other relevant materials when they
become available.
2Advisors and Counsel
BMO Capital Markets is acting as financial advisor to Pretivm and Blakes, Cassels & Graydon
LLP is acting as Pretivm’s Canadian legal counsel and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is acting as Pretivm’s US legal counsel. Citi is acting as financial advisor to the
Special Committee, and Stikeman Elliott LLP is acting as the Special Committee’s legal
counsel. Longview Communications and Public Affairs is acting as communications advisor
to Pretivm.
RBC Capital Markets and Lazard Australia are acting as financial advisors to Newcrest and
McCarthy Ttrault LLP is acting as Newcrest’s legal counsel.
Item 5.2:
Disclosure for Restructuring Transactions
Not applicable.
Item 6:
Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7:
Omitted Information
Not applicable.
Item 8:
Executive Officer
Vladimir Cvijetinovic
Vice President, Legal and Corporate Secretary
Phone: (604) 566-8781
Item 9:
Date of Report
November 8, 2021
Cautionary Note Regarding Forward-Looking Information
This material change report contains “forward-looking information” and “forward looking statements” within the
meaning of applicable Canadian and United States securities legislation (collectively herein referred to as
“forward-looking information”), including the “safe harbour” provisions of Canadian provincial securities
legislation and the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities
Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended.
Wherever possible, words such as “plans”, “expects”, “guidance”, “projects”, “assumes”, “budget”, “strategy”,
“scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”, “intends”, “modeled”, “targets” and similar
expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used
to identify forward-looking information. Forward-looking information contained herein includes, but is not
limited to: the consummation and timing of the Transaction; the satisfaction of the conditions precedent to the
Transaction; and the timing, receipt and anticipated effects of court and regulatory approvals.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors
that could cause actual results, actions, events, conditions, performance or achievements to materially differ from
those expressed or implied by the forward-looking information, including, without limitation, failure to receive
3the required court and regulatory approvals to effect the Transaction; changes in laws, regulations and
government practices; market competition, the geopolitical, economic, permitting and legal climate that we
operate in; the potential of a third party making a superior proposal to the Transaction and such other risks as are
identified in Pretivm’s public disclosure documents filed on SEDAR at www.sedar.com and in the United States
through EDGAR at the Security and Exchange Commission’s website at www.sec.gov (collectively, the
“Pretivm Disclosure Documents”). This list is not exhaustive of the factors that may affect any of our forward-
looking information. Although we have attempted to identify important factors that could cause actual results,
actions, events, conditions, performance or achievements to differ materially from those contained in forward-
looking information, there may be other factors that cause results, actions, events, conditions, performance or
achievements to differ from those anticipated, estimated or intended.
Our forward-looking information is based on the assumptions, beliefs, expectations and opinions of management
on the date the statements are made, many of which may be difficult to predict and beyond our control. In
connection with the forward-looking information contained in this news release, we have made certain
assumptions about, among other things: our business and operations and that no significant event will occur
outside of our normal course of business and operations (other than as expressly set out herein); the impact of the
COVID-19 pandemic and outbreak, including on our operations and workforce; our ability to obtain the required
court and regulatory approvals in a timely matter, if at all; our ability to satisfy the terms and conditions precedent
of the Arrangement Agreement in order to consummate the Transaction; Newcrest’s ability to obtain all necessary
permits, licenses and regulatory approvals for operations in a timely manner, if at all; and the adequacy of our
and Newcrest’s financial resources. Although we believe that the assumptions inherent in forward-looking
information are reasonable as of the date of this news release, these assumptions are subject to significant
business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and
other factors that could cause actual actions, events, conditions, results, performance or achievements to be
materially different from those projected in the forward-looking information. The Company cautions that the
foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ
materially from those estimated or projected and expressed in, or implied by, the forward-looking information
contained in this news release.
Additional information about the risks and uncertainties concerning forward-looking information and material
factors or assumptions on which such forward-looking information is based is provided in the Pretivm Disclosure
Documents. Forward-looking information is not a guarantee of future performance. There can be no assurance
that forward-looking information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information. Forward-looking information involves statements about
the future and is inherently uncertain, and our actual achievements or other future events or conditions may differ
materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and
other factors, including, without limitation, those referred to in this news release and the Pretivm Disclosure
Documents. For the reasons set forth above, readers and prospective investors should not place undue reliance
on forward-looking information.
We do not assume any obligation to update forward-looking information, whether as a result of new information,
future events or otherwise, other than as required by applicable law. Neither the TSX nor the NYSE has approved
or disapproved of the information contained herein.