For Australia's biggest gold miner Newcrest, Newmont makes a $16.9 billion offer.

In order to create a worldwide gold behemoth, top gold producer Newmont Corp announced it had made a $16.9 billion bid for Australian rival Newcrest Mining Ltd. However, investors and experts claimed the offer undervalued the target due to a change in leadership.

The Newcrest board must recommend the Newmont proposal, which is made through an agreed-upon scheme

MELBOURNE, Feb 6 (Reuters) - Top gold producer Newmont Corp (NEM.N) said it had made a $16.9 billion offer for Australian peer Newcrest Mining Ltd (NCM.AX) to build a global gold behemoth, although investors and analysts said it undervalued the target amid a leadership change.

Newcrest is seeking a new boss, with previous chief executive Sandeep Biswas having stepped down in December, while global interest rates are expected to peak this year and turn down, polishing the outlook for gold prices.

Newcrest shares surged as much as 14.4% to A$25.60, the highest since May 2022, but remained below the implied current offer price of $27.16, suggesting investors were not convinced the deal would pan out. Shares closed 9.3% higher at A$24.53.

Newmont, which is already the world's biggest gold producer by market capitalization and by ounces produced, said the combination represented "a powerful value proposition."

Newcrest's operations include its top class Cadia asset in Australia, an expanding footprint in North America and Papua New Guinea, and growth potential in copper, highly prized as key to the energy transition. BHP Group (BHP.AX) offered $6.4 billion for Australian copper miner Oz Minerals (OZL.AX) in December.

The Newmont proposal is via an agreed scheme of arrangement that would need to be recommended by the Newcrest board and subject to due diligence, various regulatory approvals and a shareholder vote that could stretch out for months.

The indicative offer implies a 21% premium to Newcrest's last closing value of A$22.45, materially below the traditional 30% takeover premium, noted analyst Jon Mills of Morningstar, which values Newcrest at about A$31 per share.

Newcrest shareholders would receive 0.380 Newmont shares for every Newcrest share, giving them a 30% stake in the enlarged miner. It is a 4.7% improvement from a previous 0.363 per share offer that Newcrest already rejected for not providing enough value to shareholders, Newcrest disclosed on Monday.

If investors don't back the deal, the board will be under pressure to improve Newcrest's value, perhaps by breaking out assets like Havieron and Telfer in Australia, or Lihir in Papua New Guinea, said Barrenjoey analyst Dan Morgan.

Newcrest has been expected to announce a new chief executive this year after Biswas announced his retirement after eight years.

Sherry Duhe, formerly chief financial officer, who joined Newcrest in February last year, is interim chief executive while a global internal and external search for a replacement is underway.

Newcrest has been viewed as a target in recent years given its middling performance, but only a handful of buyers are big it enough to take it out, said an investment banker who was not authorized to speak publicly about the matter.

The all-share nature of the offer meant the timing is more likely to be linked to Newcrest's leadership vulnerability than a big call on the gold price, but it probably also reflects a constructive view on the precious metal, the banker added.

Risks are growing for gold to break higher, Morgan Stanley in a note on Jan. 16, noting that its macroeconomists were now forecasting lower rates and a weaker U.S. dollar, in tailwinds for the metal.

Morgan Stanley is looking towards a bull case of spot gold reaching $2,160 in the fourth quarter, up from $1,866 an ounce.


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