Pretium Resources Inc. (TSX:PVG) (NYSE: PVG) announced that it has entered into a binding agreement with Newcrest Mining Limited (ASX:NGM) (TSX:NCM) (PNGX: NCM) under 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.
“The acquisition of Pretivm by Newcrest is an outstanding opportunity for the Company and its shareholders, employees, First Nations partners and the local communities in northwest British Columbia,” said Jacques Perron, President & CEO of Pretivm. “The Transaction delivers an immediate and compelling premium for Pretivm shareholders that reflects the excellent work of our employees and contractors in developing and operating the Brucejack gold mine, while also offering an opportunity to benefit from potential upside as Newcrest shareholders.”
“With this acquisition, Brucejack will join Newcrest’s portfolio of tier one assets, mitigating the inherent risks associated with ownership of a single-asset mining company. Moreover, Newcrest has the financial means and the intention of maximizing the long-term potential of the Brucejack Mine and the district scale opportunities in the surrounding Brucejack property. Newcrest and Pretivm have complementary corporate cultures and values, with a focus on safety, employee development and ESG. We believe our employees, First Nations partners and community partners will be very well-positioned to succeed and develop under Newcrest’s world-class stewardship.”
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 unanimously recommended the Transaction to the board of directors of Pretivm. 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 Shareholders 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 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 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.
Advisors 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 Tétrault LLP is acting as Newcrest’s legal counsel.
Pretivm is an intermediate gold producer with the 100%-owned, high-grade gold underground Brucejack Mine located in northwestern BC. We strive for operating excellence and our first priority is the health and safety of our employees, contractors and neighbouring communities. We are committed to the principles of sustainable development and conducting our activities in an environmentally and socially responsible manner.
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We acknowledge the [financial] support of the Government of Canada.