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Northern Star Resources (ASX) shares surged on Monday after Australia’s largest gold miner rejected a takeover proposal from South Africa’s Gold Fields, arguing the offer significantly undervalued its assets and future growth prospects.
Northern Star shares jumped as much as 11% in early Sydney trading to A$24.46 before easing to around A$23.95, up 8.3%. The rally followed confirmation that the company’s board unanimously rejected the Gold Fields proposal and decided not to engage further with the bidder.
Gold Fields submitted its non-binding and conditional takeover proposal on September 14, offering 0.3125 newly issued Gold Fields shares plus A$7.25 in cash for each Northern Star share through a proposed scheme of arrangement.
Based on Gold Fields’ September 11 closing price, the offer valued Northern Star at A$27 per share, or approximately A$38.7 billion ($27 billion) in equity value. That represented a 22% premium to Northern Star’s September 11 closing price.
However, the proposal’s value declined alongside Gold Fields shares. Using Gold Fields’ September 25 closing price, the bid was worth about A$25.19 per Northern Star share, representing a 14% premium and valuing the Australian gold miner’s equity at A$36.1 billion.
Northern Star said the proposal failed to reflect the fundamental value of its tier-one, long-life gold assets in relatively low-risk mining jurisdictions, as well as the company’s growth potential.
The miner also described the timing of the Gold Fields takeover approach as unfavorable, citing the upcoming commissioning and ramp-up of its Fimiston Mill and the arrival of incoming Managing Director and CEO Suresh Vadnagra. The former Glencore and Newcrest executive is scheduled to take over next month.
Northern Star also raised concerns about several conditions attached to the proposal, including “hard” exclusivity without a fiduciary out, continued confidentiality requirements and satisfactory completion of due diligence.
Chairman Michael Chaney said the Gold Fields offer fell well short of the board’s assessment of Northern Star’s fundamental value, while the heavily stock-based structure would expose shareholders to a higher jurisdictional risk profile.
