NEWMONT USA LTD (NEM) company history: the story so far

History

Newmont set out in late 2001 to absorb Franco-Nevada and Normandy Mining, put the deals to a February 2002 shareholder vote, and then ended registration of a class of securities.

2001: A double acquisition is announced

The record for Newmont USA Ltd, whose filings were made under Newmont Mining Corporation of Denver, begins with a large expansion. On November 14, 2001, Newmont announced it would acquire Franco-Nevada of Canada and Normandy Mining of Australia, with all three boards approving. Franco-Nevada shareholders would receive 0.8 of a Newmont share per share. Normandy holders would receive 0.0385 of a Newmont share per share, plus a small cash payment. Wayne Murdy would remain Chairman and CEO from January 1, 2002, and Pierre Lassonde would become President.

In December Newmont registered up to 69,618,256 new shares for its offer for Normandy, made through its affiliate Delta Acquisition LLC. The offer was 3.85 Newmont shares plus A$40.00 for every 100 Normandy shares, and it needed Newmont and its associates to hold at least 50.1% of Normandy. A preliminary proxy statement (the document sent to shareholders before a vote) followed. It proposed a holding-company restructuring, a rise in authorised shares from 250 million to 750 million if that restructuring did not happen, and approval of the share issues. It listed 129,208,666 shares for Franco-Nevada and 69,616,180 for Normandy.

2002: The vote is set and the filing ends

On January 7, 2002, Newmont raised the cash part of the Normandy offer to A$50.00 per 100 shares, leaving the share part unchanged, and set the offer to expire on February 15, 2002 unless extended. On January 11 it filed its final proxy statement. A special stockholder meeting was set for February 13, 2002 in Denver, for holders of record on January 4. The board unanimously recommended voting for all four proposals. The filing also said Normandy had declined to supply certain information, so no pro forma financial information was provided.

The last beat came on February 15, 2002, when Newmont USA Ltd terminated the registration of a class of securities, ending its reporting obligation for them. The record does not say how the shareholder vote or the Normandy offer turned out.

Written from the 6 story beats below (2001 to 15 Feb 2002), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2002

15 Feb
NEWMONT USA LTD terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
11 Jan
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.
business combination
7 Jan
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.
business combination

2001

26 Dec
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.
business combination
20 Dec
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.
business combination
27 Nov
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.
business combination