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10|31|2005
Barrick Announces Offer for Placer Dome at Value of US$9.2 Billion

TORONTO, Oct 31, 2005 (BUSINESS WIRE) -- Barrick Gold Corporation (NYSE:ABX)(TSX:ABX)(LSE:BGD)(SWX:ABX)(EURONEXT PARIS:ABX)

All amounts in United States dollars

Highlights

- Separate Agreement provides for the sale to Goldcorp of certain Placer Dome assets and interest in a development project for approximately US$1.35 billion in cash.

- Combined company to have a solid foundation of operating assets and financial resources, and an unrivalled pipeline of development projects.

- Placer Dome shareholders to receive US$20.50 per share: approximately 87% in Barrick shares and 13% in cash.

- Offer represents a premium of 27% based on the average closing price of the last ten days.

- Approximately US$240 million in annual synergies have been estimated to date as a result of the proposed transaction and the Barrick/Goldcorp Agreement.

- Transaction is expected to be accretive to Barrick's Net Asset Value, earnings and cash flow.

Barrick Gold Corporation announced today that it will make an offer to acquire all the outstanding shares of Placer Dome Inc. to further strengthen its competitive position within the gold mining industry in a transaction valued at about $9.2 billion (or $9.5 billion on a fully diluted basis). The cash and share offer represents a premium of 24% over Placer Dome's NYSE closing price on October 28, 2005, and 27% over the average closing price of Placer Dome's shares over the last 10 days.

"I am very excited about the value that Barrick can deliver for Placer Dome and Barrick shareholders by combining our assets, people and projects," said Greg Wilkins, Barrick President and Chief Executive Officer. "We will have a solid foundation of operating assets and financial resources, and an unrivalled pipeline of development projects and exploration properties to expand our business internationally. And this pipeline of projects will benefit from Barrick's proven track record in developing new mines."

In the offer, Placer Dome's common shareholders will have the right to elect to receive $20.50 in cash or 0.7518 of a Barrick Common Share plus $0.05 in cash for each Placer Dome Common Share, subject to pro ration based upon the maximum amount of cash and Barrick Common Shares offered. The maximum amount of cash to be paid by Barrick will be approximately $1.224 billion, and the maximum number of Barrick Common Shares to be issued will be approximately 303 million, taking into account the conversion of Placer Dome's outstanding convertible debt securities and outstanding share options. Assuming full pro ration of these maximum amounts, this would result in $2.65 in cash and 0.6562 of a Barrick Common Share for each Placer Dome Common Share subject to the offer.

Barrick and Goldcorp Inc. have entered into an agreement under which Goldcorp will acquire certain of Placer Dome's subsidiaries and an interest in a development project for which Goldcorp will pay Barrick approximately $1.35 billion in cash.

Many Barrick, Placer Dome and Goldcorp operating mines, development projects and exploration properties are in close proximity. The key operational synergies between Barrick and Placer Dome are international in scope: Nevada, Chile, Australia and Tanzania. For Goldcorp, the complementary assets are primarily in Ontario. As a result, total synergies from Barrick's acquisition of Placer Dome and the Barrick/Goldcorp agreement are estimated to be $240 million per year. Barrick currently expects to capture synergies of approximately $200 million a year, due to cost savings in operating and capital efficiencies, general administrative expenses, exploration, tax efficiencies, debt optimization and procurement practices.

This transaction is expected to be accretive to Barrick's Net Asset Value, earnings and cash flow.

The pro forma combined Company, excluding assets to be acquired by Goldcorp, will have:

- 149.8 million in proven and probable gold reserves and 63.3 million ounces in resources(1) based on 2004 year-end figures and Placer Dome's publicly-announced adjustments in 2005;

- Proven and probable copper reserves of 6,542 million pounds as at December 31, 2004;

- Estimated production of between 8.3 and 8.4 million ounces of gold and about 370 million pounds of copper for 2005 from a portfolio of quality operations in key gold-producing districts;

- Estimated total cash costs per ounce of gold in the range of $245-250 for 2005;

- Proven cost-containment strategies to mitigate industry-wide cost pressures;

- Opportunities to grow, with an unrivalled pipeline of nine projects on four continents and extensive land positions for exploration in 16 countries - reflecting a balanced geopolitical risk profile;

- Cash position (assuming cash proceeds from the exercise of stock options) of $2.4 billion as at September 30, 2005, and EBITDA of approximately $1 billion for the twelve months ended September 30, 2005;

- The ability to finance a combined project pipeline without equity dilution; and

- A performance-driven management team with demonstrated expertise in developing, financing and operating large scale mines worldwide.

"There is a natural fit between key Placer Dome assets and our own," said Mr. Wilkins. "We have an established track record of integrating quality assets, aggressively developing projects and tapping the skills of talented employees such as Placer Dome's. We can combine all of these strengths and deliver value for all concerned."

Upon Barrick's acquisition of 100% of Placer Dome, Goldcorp has agreed to acquire Placer Dome's interests (2) in the Campbell, Porcupine, and Musselwhite gold mines in Ontario and the La Coipa silver mine in Chile, as well as Placer Dome's Canadian exploration and reclamation properties. Goldcorp also has agreed to acquire a 40% interest in the Pueblo Viejo development project in the Dominican Republic. The total purchase price for these interests will be approximately $1.35 billion payable in cash on closing, subject to specified purchase price adjustments.

Goldcorp's Chief Executive Officer, Ian Telfer, said: "We believe that our partnership with Barrick adds a unique element to Barrick's offer for Placer Dome. Together, we have been able to create further value by bringing additional synergies to the proposed transaction, and we at Goldcorp will have acquired additional quality operating assets and gained the gold industry's premier mine builder as a joint venture partner in a significant development project."

Barrick's CEO Greg Wilkins added: "We believe that our offer represents a compelling opportunity for Placer Dome's shareholders. It is also an exciting opportunity for Placer Dome employees, whose dedication and skills we value highly. We look forward to working with them in realizing the potential growth of the combined Company."

After the completion of the acquisition, Barrick will remain headquartered in Toronto, Canada, and will consolidate an exploration/technical services office in Vancouver, building on Placer Dome's existing technical services group. Barrick will adapt its regional business unit structure to its new geographic profile by reconfiguring some units and increasing their total number to five: North America, South America, Australia/Asia, Africa, and Russia/Central Asia.

Full details of the offer will be included in the formal offer and take-over bid circular to be mailed to Placer Dome shareholders. Barrick will formally request a list of Placer Dome's shareholders today and expects to mail the take-over bid documents to Placer Dome shareholders as soon as possible following receipt of the shareholders list. The offer will be open for acceptance for 35 days following the date of the mailing. The offer will be subject to certain conditions of completion, including receipt of all necessary regulatory clearances, absence of material adverse changes and acceptance of the offer by Placer Dome shareholders owning not less than two-thirds of the Placer Dome common shares on a fully-diluted basis. Once the two-thirds percentage acceptance level is met, Barrick intends, but is not required, to take steps to acquire all outstanding Placer Dome common shares.

Barrick's financial advisors are RBC Capital Markets and Merrill Lynch; its legal advisors are Davies Ward Phillips & Vineberg LLP in Canada and Cravath, Swaine & Moore LLP in the US.

(1) Includes Cerro Casale which Placer Dome has entered into an agreement in principle to sell its interest to Arizona Star and Bema Gold.

(2) In the event that Barrick and Goldcorp are unable to complete any part of the proposed transaction as a result of any legal or contractual impediment associated with a particular asset, the parties have agreed to make certain adjustments to the purchase price to reflect that fact.

About Barrick

Barrick has been bringing a new generation of mines into production around the globe and has the lowest total cash costs among major gold producers. Its Vision is to be the world's best gold company by finding, developing and producing quality reserves in a profitable and socially responsible manner.

Barrick's shares are traded on the Toronto, New York, London, Euronext-Paris and Swiss stock exchanges.

Conference Call and Webcast

The investment community is invited to participate in the Barrick's conference call and webcast as follows:

Monday, October 31, 2005 at 9:00 am (EST)

Toll Free: 800-215-1640

International: 415-904-7360

The live webcast can be accessed by visiting www.barrick.com and clicking on the event title under "Latest Presentations".

The Conference Call will be available for replay until November 7th by calling 800-558-5253 for North American callers and 416-626-4100 for International callers, Reservation #21267932.

The archival webcast of the presentation can be accessed via the Internet by visiting www.barrick.com and clicking on the link titled "Barrick Announces Offer for Placer Dome".

Media Conference

A media conference with Greg Wilkins, Barrick's President and Chief Executive Officer, will be held as follows:

Monday, October 31, 2005 at 11:00 am (EST) at BCE Place, Canada Trust Tower, 161 Bay Street, Suite 3700, Toronto

Authorized media representatives who are unable to attend the conference in person may participate by dialing:

Toll Free: 800-633-8547

International: 416-641-6668

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Barrick or Placer Dome. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

Barrick plans to file with the U.S. Securities and Exchange Commission a Registration Statement on Form F-8, which will include the offer and take-over bid circular. Investors and security holders are urged to read the offer and take-over bid circular, regarding the proposed business combination transaction referred to in the foregoing information, when these documents become available, because they will contain important information. Investors may obtain a free copy of the offer and take-over bid circular when they become available and other documents filed by Barrick with the SEC at the SEC's website at www.sec.gov. The prospectus and these other documents may also be obtained for free, once they have been mailed, on Barrick's website or by directing a request to Barrick's media or investor relations department.

Forward-Looking Statements

Certain information included in this press release, including any information as to our future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements." The words "expect", "will", "intend", "estimate" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Barrick to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price of gold or certain other commodities (such as fuel and electricity) and currencies; ability to successfully integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; the speculative nature of gold exploration and development, including the risks of diminishing quantities or grades of reserves; and the risks involved in the exploration, development and mining business. These factors are discussed in greater detail in the Company's most recent Form 40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities.

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Barrick Gold Corporation (PARIS:ABX) (NYSE:ABX) (TSX:ABX) (Swiss:ABX) (LSE:BGD)

SOURCE: Barrick Gold Corporation

INVESTOR CONTACT
James Mavor, Vice President, Investor Relations
(416) 307-7463
jmavor@barrick.com
OR
INVESTOR CONTACT
Mary Ellen Thorburn, Director, Investor Relations
(416) 307-7363
mthorburn@barrick.com
OR
MEDIA CONTACT
Vincent Borg, Vice President, Corporate Communications
(416) 307-7477
vborg@barrick.com
Categories: Press Releases

DISCLAIMER

This web page contains documents relating to the proposed acquisition by Barrick Gold Corporation (“Barrick”) of Newmont Mining Corporation (“Newmont”). By accessing this website, you acknowledge the following:

Additional Information and Where to Find It

Barrick may file a registration statement on Form F-4 containing a prospectus of Barrick with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction or a proxy statement (the “Barrick Proxy”) in connection with Newmont’s special meeting of stockholders. Any definitive proxy statement or final prospectus will be sent to the stockholders of Newmont. Investors and security holders are urged to read the Barrick Proxy, the prospectus and any other relevant document filed with the SEC when they become available, because they will contain important information about Barrick, Newmont and the proposed transaction. The Barrick Proxy, the prospectus and other documents relating to the proposed transaction (if and when they become available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (if and when they become available) can also be obtained free of charge from Barrick by directing a request to Barrick Investor Relations: +1 416 861-9911, toll free (North America) at 1-800-720-7415 and 161 Bay Street, Suite 3700, Toronto, Ontario M5J 2S1, Canada.

Participants in Solicitation

This communication is a not a solicitation of a proxy from any investor or securityholder. However, Barrick and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Newmont stockholders in connection with Newmont’s special meeting of stockholders under the rules of the SEC. Certain information about the directors and executive officers of Barrick may be found in its 2017 Annual Report on Form 40-F filed with the SEC on March 26, 2018. Additional information regarding the interests of these participants will also be included in the proxy statement and the prospectus regarding the proposed transaction if and when they become available. These documents can be obtained free of charge from the sources indicated above.

Non-Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This web page and the documents contained herein contain statements which are, or may be deemed to be, “forward-looking statements” (or “forward-looking information”), under applicable securities laws including for the purposes of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Barrick about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in these communications include statements relating to (i) Barrick’s proposal to merge with Newmont in an all-share transaction, (ii) the expected impact of such a transaction on Barrick and Newmont, including the potential for real pre-tax synergies (and the net present value of any such synergies) as well as effects on and, as applicable, estimates of, Barrick’s portfolio of Tier One gold assets, NAV per share, revenues, Adjusted EBITDA, reserves and resources, market capitalization, trading liquidity, cash flow per share and free cash flow, (iii) Nevada’s position as the most prospective gold region, (iv) creation of the industry’s best gold investment vehicle, and Barrick’s ability to attract gold, generalist and yield-seeking investors, (v) opportunities for employees and other stakeholders, (vi) potential optimization of Barrick’s asset portfolio and the use of proceeds from any rationalization, (vii) the expected timing and scope of such a transaction, including timing and receipt of necessary regulatory approvals and satisfaction of conditions, (viii) Barrick’s future dividend payments or policies, and (ix) other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.

Although Barrick believes that the expectations reflected in such forward-looking statements are reasonable, Barrick can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include: risks relating to Newmont’s response to Barrick’s proposal and Barrick’s ability to engage with Newmont and its board of directors; Barrick and Newmont’s respective credit ratings; local and global political and economic conditions; Barrick’s economic model; liquidity risks; fluctuations in the spot and forward price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity); financial services risk; the risks associated with each of Barrick and Newmont’s brand, reputation and trust; environmental risks; safety and technology risks; the ability to realise the anticipated benefits of the proposed transaction or implementing the business plan for Barrick following such transaction, should it occur, including as a result of a delay in its completion or difficulty in integrating the businesses of the companies involved; risks relating to the ultimate outcome of any possible transaction between Barrick and Newmont, including the possibilities that Newmont will reject a transaction with Barrick or that Barrick will not pursue a transaction with Newmont, the risk that the conditions to completion of the transaction will not be satisfied; the risk that any shareholder approval of the transaction will not be obtained from the relevant shareholders; the risk that required regulatory approvals necessary to complete the transaction will not be obtained, or that conditions will be imposed in connection with such approvals that will increase the costs associated with the transaction or have other negative implications for Barrick following the transaction; the risk that litigation relating to the transaction may be commenced which may prevent, delay or give rise to significant costs or liabilities on the part of Barrick or Newmont; the risk that the focus of management’s time and attention on the transaction may detract from other aspects of the respective businesses of Barrick and Newmont; the risk that a material decrease in the trading price of Barrick common shares may occur; the risk that Barrick may not be able to retain key employees of Newmont following the transaction; the risk that the benefits from the potential transaction (including estimated synergies and savings, years of profitable production in Nevada, premium values and value creation for Newmont and Barrick shareholders and financial benefits from the potential transaction) may not be achieved or, if achieved, will not be achieved on the scale anticipated; changes in or enforcement of national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which Barrick and Newmont carry on business or in which Barrick may carry on business in the future; lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law; legal or regulatory developments and changes; the outcome of any litigation, arbitration or other dispute proceeding; the impact of any acquisitions or similar transactions; competition and market risks; the impact of foreign exchange rates; pricing pressures; the possibility that future exploration results will not be consistent with expectations; risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation, including but not limited to drilling, engineering and socioeconomic studies and investment; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; and business continuity and crisis management. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Barrick nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in these communications will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, Barrick is not under any obligation, and Barrick expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.