(Bloomberg) -- Paulson & Co. isn’t the only Newmont Mining Corp (NYSE:NEM). shareholder that’s expressing concerns over the terms of the gold miner’s $10 billion purchase of Goldcorp Inc.
“I think Paulson has a valid point,” said Joe Foster, a portfolio manager at VanEck -- one of the biggest Newmont shareholders. When the deal was inked, investors were unaware of the “outrageous payouts” that would be given to Goldcorp executives after the merger, he said.
On top of that, it’s unfair that Goldcorp shareholders should benefit from a joint venture between Newmont and Barrick Gold Corp. in Nevada, given that was negotiated after the Goldcorp-Newmont terms were set, he said.
Mounting investor concerns sent Goldcorp shares tumbling as much as percent in New York, while Newmont pared losses and rose as much as 1.4 percent.
On Thursday, Paulson said it won’t support Newmont’s proposed merger with Goldcorp unless the terms are changed. Paulson said a 23 percent reduction in the value of the transaction would help ease his concerns because under the current deal, Goldcorp shareholders are effectively receiving the benefits of the recently announced joint venture for free.
‘Aggressive’ Analysis
“I think Paulson’s analysis might be aggressive, but I think directionally they have the right idea,” Foster said in a telephone interview Friday. “I don’t think shareholders should support the lavish lifestyles of the Goldcorp executives for one thing. And secondly, Goldcorp shareholders are not entitled to the JV synergies because it was not part of the deal.”
Shareholders including VanEck had previously blasted the increase in Goldcorp Chairman Ian Telfer’s retirement allowance to roughly $12 million from $4.5 million if the company completes its merger with Newmont. Initially, the plan was for Telfer to join Newmont’s board as deputy chairman. But earlier this month, Goldcorp announced he wouldn’t accept the new job.
British Columbia Investment Management Corp., which holds 3.85 million shares in Goldcorp and a small stake in Newmont, said Friday it would vote against the merger partly because of the payment that would go to Telfer. “This is inconsistent with the governance principle of pay-for-performance and sets a troubling precedent in the capital markets,” BCI said in a statement.
“We just received the letter and are evaluating it,” Omar Jabara, a Newmont spokesman, said Thursday by email, referring to Paulson’s concerns. Newmont didn’t respond to requests for comment Friday. The miner has previously said a merger with Goldcorp would create more than $4.4 billion in value. The combined company would be the world’s largest gold miner, with sustainable production of 6 million to 7 million ounces a year.
Foster said he has not yet decided whether he will vote for the deal. VanEck held 5.9 percent of Newmont shares and about 6.2 percent of Goldcorp shares outstanding at the end of 2018, according to data compiled by Bloomberg. At Thursday’s closing prices, that Newmont stake would is valued at $1.08 billion versus $596.4 million for the Goldcorp stake.
Newmont investors who held shares as of the Feb. 20 record date will be allowed to vote on the merger on April 11, according to Newmont’s proxy materials. A spokesman for Paulson said the hedge fund acquired 14.2 million shares this year but declined to comment on whether they were purchased before or after the record date.
April 4 Vote
Goldcorp shareholders are scheduled to vote on the deal April 4. Paulson sold its entire position in Goldcorp in 2019 for the reasons explained in the statement, the spokesman said. According to data compiled by Bloomberg, Paulson held about 800,000 shares of Goldcorp at the end of 2018.
Greenwood Village, Colorado-based Newmont’s offer was made just months after Goldcorp shares hit their lowest level since 2002.
The tie-up was also harshly criticized by Barrick during a hostile bid for Newmont in the past month, which has since been withdrawn in favor of the joint venture between the two companies. Barrick CEO Mark Bristow said he didn’t believe the Newmont-Goldcorp combination created any value and called Goldcorp’s assets “less than attractive.”
Under the current terms, Newmont would create more value by not merging, once the joint venture with Barrick is created, Paulson said. It also flagged “remarkably” divergent fourth-quarter results for both Newmont and Goldcorp, announced after the merger. The premium is “unjustified” given Vancouver-based Goldcorp’s poor performance, the hedge fund said.
“I’m not going to prescribe what the company should or shouldn’t do,” Foster said. “I’m sure Newmont is looking at all the options and I’m sure Newmont wants to do what’s fair for shareholders.”
