15 Feb 2002listing compliance notice▼ BadMajor
NEWMONT USA LTD terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Jan 2002business combination● NeutralMajor
Newmont filed its final proxy statement and set the special stockholder meeting for February 13, 2002 in Denver, for holders of record on January 4, 2002. Holders vote on the holding-company reorganisation (one new share per Newmont share, under a merger agreement dated January 8, 2002), raising authorised shares from 250 million to 750 million if the reorganisation is not done, issuing shares for the Normandy and Franco-Nevada deals, and adjournment. The board unanimously recommends voting for all four. This resolves the earlier open question of the meeting date and moves the acquisitions toward a vote. The filing also states that Normandy declined to supply certain information, so no pro forma financial information is provided.
10 Jan 2002business combination● Neutral
Newmont filed a second amendment to its registration statement for the Normandy offer. The offer is still 3.85 Newmont shares plus A$50.00 per 100 Normandy shares, expiring February 15, 2002 unless extended, with up to 69,618,256 shares registered. The cover notes Normandy's board has recommended acceptance, subject to its fiduciary duties, but Normandy declined to give Newmont certain information, including its auditor's consent, so no US GAAP reconciliation is included. This continues the Normandy bid and adds a stated information gap about Normandy's figures.
7 Jan 2002business combination● NeutralMajor
Newmont amended its registration statement for the Normandy offer. The cash part of the offer rose from A$40.00 to A$50.00 per 100 Normandy shares, with the 3.85 Newmont shares per 100 unchanged. The offer is now set to expire February 15, 2002 unless extended. This continues the Normandy bid on improved cash terms.
26 Dec 2001business combination● NeutralMajor
Newmont filed a preliminary proxy statement for a special stockholder meeting in February 2002 (date not yet set). Holders will vote on: a holding-company restructuring in which each Newmont share is swapped one-for-one for a share of new Delta Holdco Corp.; raising authorised shares from 250 million to 750 million if the restructuring does not happen; approving the share issuance for the Normandy and Franco-Nevada deals; and adjournment. The board unanimously recommends voting for all. The filing lists 129,208,666 shares for Franco-Nevada and 69,616,180 for Normandy. This continues the acquisition deals.
20 Dec 2001business combination● NeutralMajor
Newmont filed its registration statement to issue up to 69,618,256 Newmont shares for its offer for Normandy, made through its affiliate Delta Acquisition LLC. The offer is 3.85 Newmont shares plus A$40.00 for every 100 Normandy shares, which is a cash component higher than the A$0.05 per share in the November announcement (A$0.40 per share). It requires at least 50.1% of Normandy shares to be held by Newmont and its associates. It also describes a possible reorganisation under a new holding company, Delta Holdco Corp., to be renamed Newmont Mining Corporation. This continues the Normandy deal.
27 Nov 2001business combination● NeutralMajor
Newmont announced on November 14, 2001 that it will acquire Franco-Nevada (Canada) and Normandy Mining (Australia), with all three boards approving. Franco-Nevada shareholders would get 0.8 of a Newmont share per share; Normandy holders would get 0.0385 of a Newmont share (plus A$0.05 in cash, subject to conditions) per share. Wayne Murdy stays as Chairman and CEO from January 1, 2002, and Pierre Lassonde becomes President. This is the start of a large expansion of the company.