Tag Archives: M&A

Newmont looks to expand gold production leadership with Newcrest bid

Newmont has submitted a non-binding proposal to acquire 100% of Newcrest Mining by way of a scheme of arrangement in a proposed transaction that, it says, would combine two of the sector’s top senior gold producers, and set the standard for sustainable and responsible gold mining.

Newmont’s proposal to combine with Newcrest is on the basis of 0.380 Newmont shares per Newcrest share, which would result in the combined company being 30% owned by Newcrest and 70% owned by Newmont. This $16.9 billion offer is at a 21% premium to the share price of Newcrest prior to the announced bid.

It follows the prior receipt of an indicative, non-binding and conditional proposal from Newmont to acquire Newcrest at an exchange ratio of 0.363 Newmont shares for each Newcrest share, Newcrest said.

Newcrest produced 1.9 Moz of gold and 121,000 t of copper in its 2022 financial year, while Newmont’s 2022 full-year guidance was 6 Moz of attributable gold production.

Newmont, already the world’s biggest gold miner by production, said: “This represents a compelling opportunity for the shareholders of both companies to share in the upside of putting together two complementary businesses.”

Tom Palmer, President and CEO of Newmont, said: “We believe a combination of Newmont and Newcrest presents a powerful value proposition to our respective shareholders, workforce and the communities in which we operate. The proposed transaction would join industry-leading portfolios of assets and projects to create long-term value across the combined global business, and we welcome the consideration of Newcrest’s Board of Directors.”

Newmont’s proposal is subject to certain customary conditions, including due diligence to the satisfaction of both parties, entry into a scheme implementation agreement and a recommendation from the Newcrest Board of Directors that Newcrest shareholders vote in favour of the proposal.

Epiroc spots further agnostic automation opportunities

Having convinced iron ore miner Roy Hill to move ahead with plans to create the world’s largest autonomous mine, Epiroc and ASI – which the OEM owns 34% of – are ready to take on new equipment-agnostic automation opportunities, Helena Hedblom says.

Speaking after the company’s December quarter and 2022 results were released, Hedblom, President and CEO of Epiroc, said the company and ASI had progressed through three years of rigorous testing of the system, with the solution now entering the “scale” phase.

The Roy Hill project’s Production Verification phase was recently completed with 10 converted haul trucks fitted with vehicle automation kits and in cab clients using ASI Mining’s Mobius traffic management and on–board automation systems to navigate the mine’s virtual map, communicating with ancillary vehicles and the control room.

From March, the companies will start converting the mixed fleet of 96 conventional haul trucks to driverless operation, which is an increase from the 77 trucks originally set to be converted to running autonomously.

“There are certainly opportunities to deploy such solutions elsewhere,” Hedblom told IM. “If you look at how we started autonomous drilling with BHP, we took a step-by-step approach ahead of rolling that out to our customer base.

“We and ASI hope to be able to do that for this type of autonomous haulage solution too.”

Epiroc’s financial results highlighted another robust quarter where orders received increased 18% year-on-year to SEK13.7 billion ($1.3 billion), representing an organic decrease of 4% and organic growth of 3% when excluding Epiroc’s Russian business (which has now ceased). Revenues increased 25% to SEK13.9 billion, an organic increase of 8%, and operating profit increased 25% to SEK3.2 billion.

While this quarter saw fewer large orders than previous three-month periods, it did see the easing of supply challenges and good output levels, Epiroc said, adding that operating profit was at a record high.

The period also saw the company complete the acquisition of four companies – Remote Control Technologies (RCT), Wain-Roy, Radlink and Geoscan – continuing the acceleration of M&A activity Epiroc has become known for.

The purchase of RCT also offers another automation in-road, with the Australia-based company known as an OEM-agnostic automation specialist.

Listing off several of these acquisitions, Hedblom also highlighted the planned acquisition of CR, which has an offering covering surface and underground mining, and products including cast lips, teeth, and protective shrouds installed on mining buckets and loaders.

“CR and ground engaging tools represent a new niche for us,” she said.

When Epiroc announced the planned acquisition in December, it said the move was predicated on expanding its “first-rate offering” of essential consumables and digital solutions.

Hedblom, meanwhile, said the company would continue to evaluate further M&A opportunities as they appeared.

Outside of automation and digitalisation, Hedblom remained confident the company would hit its electrification goals in 2025 – goals that include offering a complete range of emission-free underground products.

“We actually had our first order for the underground tunnelling sector recently,” she said. “We are very well positioned to achieve these targets.”

Sika looks to acquire shotcrete major MBCC Group

Sika has signed a definitive agreement to acquire MBCC Group, the former BASF Construction Chemicals, from an affiliate of Lone Star Funds, a global private equity firm, for a consideration of CHF5.5 billion ($6 billion).

MBCC Group is a leading supplier in construction chemicals worldwide. The acquisition will, Sika says, complement and broaden its product and solution offerings in four of five core technologies and seven of eight Sika Target Markets, in addition to further strengthening its geographic footprint.

Both MBCC Group and Sika have large shotcrete offerings for the mining sector.

“The combined business will be a key accelerator in enabling both Sika’s and MBCC Group’s customers and the construction industry to drive the sustainable transformation further and faster,” it added.

MBCC Group, headquartered in Mannheim, Germany, is active in the field of construction systems and admixture systems. It has operations in over 60 countries and more than 130 production facilities.

“With its broad and balanced product offering, MBCC Group participates in all phases of the construction life cycle and is a key contributor to the decarbonisation of the construction industry,” Sika said.

Thomas Hasler, CEO of Sika, said: “Two sustainability champions will join forces. Sika is first in class for sustainable solutions across the entire construction industry, and similarly, sustainability stands at the core of MBCC Group’s business. Together we will reinforce our complementary range of products and services across the entire construction life cycle. With our combined portfolio, we will enable and accelerate the future of sustainable construction for the benefit of customers, employees, shareholders, and coming generations.”

Jochen Fabritius, CEO of MBCC Group, added: “We have found a perfect partner who shares our core beliefs. Sika is well known for its entrepreneurial spirit and its profitable growth strategy, including a strong acquisition track record. Our products and competencies will again be at the core of the business. Together with Sika, we are looking forward to exploring new and exciting business opportunities.”

The transaction will see Sika expand its product and service offering in construction chemicals and industrial adhesives by adding the highly complementary portfolio of MBCC Group, and is set to reach sales in excess of CHF13 billion in 2023.

Customers will benefit from an enhanced and more efficient distribution network across all construction markets, it said, while sustainability stands at the core of both companies.

Today, 70% of Sika’s sales is generated by products that have a positive effect on sustainability, whereas more than 35% of MBCC Group products are sustainably advanced, according to the company.

“Through the combination, Sika is committed to generating 80% of its sales from products that positively impact sustainability.”

The acquisition is subject to regulatory approval. Sika is confident it will obtain all clearances and will actively engage with the authorities. The closing of the acquisition is targeted for the second half of 2022.

Agnico Eagle and Kirkland Lake Gold merger to create ‘Canadian mining champion’

Agnico Eagle Mines and Kirkland Lake Gold have entered into an agreement to combine in a merger of equals, with the combined company to continue under the name Agnico Eagle Mines Limited.

The merger will establish the new Agnico Eagle as the gold industry’s highest-quality senior producer, with the lowest unit costs, highest margins, most favourable risk profile and industry-leading best practices in key areas of environmental, social and governance (ESG), the companies said.

Upon closing of the merger, the company is expected to have $2.3 billion of available liquidity, a mineral reserve base of 48 Moz of gold, (969 Mt at 1.53 g/t Au) – which has doubled over the last 10 years, and an extensive pipeline of development and exploration projects to drive sustainable, low-risk growth, they added. Expected production of the two companies for 2021 is approximately 3.4 Moz.

“The merger will create a best-in-class gold mining company operating in one of the world’s leading gold regions, the Abitibi-Greenstone Belt of north-eastern Ontario and north-western Quebec, with superior financial and operating metrics,” Agnico and Kirkland Lake said. “Consolidation within the Abitibi will also provide the new Agnico Eagle with significant value creation opportunities through synergies and other business improvement initiatives. Additionally, the company is established uniquely as the only gold producer in Nunavut and well positioned internationally with profitable and prospective assets in Australia, Finland and Mexico.”

The combined entity is also set to be a leader in energy performance and GHG emissions intensity, with a commitment to be Net Zero by 2050 or earlier, they said.

Under the merger agreement, which the Board of Directors of both companies have unanimously approved, the new Agnico Eagle will be led by a combined board and management team including Sean Boyd (Executive Chair), Tony Makuch (CEO), Ammar Al-Joundi (President), Jeffrey Parr (Vice-Chair of the Board) and Jamie Sokalsky (Lead Director).

The transaction is expected to close in December 2021 or in the March quarter of 2022.

Pursuant to the agreement, Kirkland Lake Gold shareholders will receive 0.7935 of an Agnico Eagle common share for each Kirkland Lake Gold common share held, implying a combined market capitalisation of approximately $24 billion. Upon closing, existing Agnico Eagle and Kirkland Lake Gold shareholders will own approximately 54% and 46% of the combined company, respectively.

Sean Boyd, Agnico Eagle’s Chief Executive Officer, said: “This merger starts a new chapter in Agnico Eagle’s 64-year history and creates the leading low risk global gold company with growing production, low costs and strong ESG leadership. The transaction creates a company with a strong platform of people, assets and financial resources to continue to build and operate a long-term sustainable and self-funding business.

“Kirkland Lake is an excellent cultural fit with Agnico Eagle, and we look forward to working together to further grow our business through exploration, mine development and optimisation of our high-quality asset base. Over time, we believe that the gold industry will continue to evolve and consolidate and with this transaction we are well positioned take advantage of high-quality opportunities and be a true Canadian mining champion.”

Tony Makuch, President and CEO of Kirkland Lake Gold, added: “We are very pleased and excited to be entering into a combination with Agnico Eagle. It is a unique ‘strength-on-strength’ transaction that combines the two global gold producers with the best track records for increasing per share value. The deal creates an industry leader with a dominant position in the Canadian market that is deserving of a premium valuation and is poised to generate superior long-term shareholder value going forward. The transaction represents a true merger of equals, with the business of both companies to benefit from the significant financial strength of the merged company, the extensive pipeline of development and exploration projects to drive future growth, and the potential to realize significant operational and strategic synergies along the Abitibi-Kirkland Lake corridor. It is the right deal for our company and its shareholders, our people, the communities where we operate, and all of our key stakeholder groups.”

Private equity firms look to take over Aggreko

The boards of directors of Aggreko plc and Albion Acquisitions Ltd have reached agreement on the terms and conditions of a recommended all-cash acquisition from I Squared Capital and TDR Capital for the mobile power provider.

The £8.80/share offer values Aggreko at £2.32 billion ($3.2 billion).

Earlier this week, Aggreko announced an underlying profit before tax of £102 million for 2020, slightly ahead of its initial guidance of £80-100 million, and group revenue of £693 million for 2020, down from £823 million in 2019. The company stated that 7% of this revenue came from the mining sector.

Aggreko said its directors intended to recommend unanimously that Aggreko shareholders vote in favour of the proposed scheme at a court meeting and general meeting. The acquisition is expected to become effective in summer of 2021 (in the Northern Hemisphere).

Ken Hanna, the Chairman of Aggreko, said: “The Aggreko Board believes that the offer from I Squared Capital and TDR Capital represents an attractive price in cash that fairly recognises Aggreko’s future prospects. We believe that the business, its people and customers will continue to be well supported with I Squared Capital and TDR Capital as shareholders bringing their expertise in energy and rental markets to support our existing strategy.”

Adil Rahmathulla of I Squared Capital added: “Aggreko is a global market leader in delivering bespoke temporary power solutions to its customers and has clearly shown it has a strategy to complete its journey towards a net-zero emission business. The urgency to deliver on that transition has only increased in the post-COVID environment.

“Repositioning Aggreko fast enough to truly capitalise on these trends and rapidly shifting customer demand requires significant investment in clean technology and a step change in the pace of transformation. We are well positioned to accelerate Aggreko’s development at this critical juncture and secure a successful future for the company, underpinned by a long-term investment focus and the combined expertise of TDR Capital and I Squared Capital in the power infrastructure and equipment rental sectors.”

Elliott funds take 50% stake in CIMIC’s Thiess

CIMIC Group says it has entered into an agreement with funds advised by Elliott Advisors (UK) Ltd regarding the acquisition by Elliott of a 50% equity interest in Thiess, a leading mining services provider.

Elliott is one of the oldest fund managers of its kind under continuous operation and manages more than $40 billion in assets, including equity positions in private and listed companies, in Australia and globally, CIMIC says.

Thiess, meanwhile, delivers open pit and underground mining in Australia, Asia, Africa and the Americas, providing services to 25 projects across a range of commodities. It has a diverse fleet of plant and equipment of more than 2,200 assets, a team of around 14,000 employees and generates annual revenues in excess of A$4.1 billion ($2.9 billion). Thiess is included in CIMIC’s Mining and Mineral Processing segment with CIMIC company Sedgman, a leading provider of minerals processing and associated infrastructure solutions to the global resources industry.

Following closing of the deal, CIMIC and Elliott will jointly control Thiess in accordance with a Shareholders’ Agreement, which contains governance arrangements as well as Thiess’ financial and dividend policies, among other items.

The price for Elliott’s 50% equity interest in Thiess implies an enterprise valuation of approximately A$4.3 billion (based on 100% of Thiess), subject to certain adjustments. The transaction will strengthen CIMIC’s balance sheet by generating cash proceeds on completion of A$1.7-A$1.9 billion as well as reducing CIMIC’s factoring balance by around A$700 million and CIMIC’s lease liability balance by some A$500 million, it said.

CIMIC Group Executive Chairman, Marcelino Fernández Verdes, said: “The sale agreement reflects Thiess’ ongoing strategic importance as a core activity for CIMIC. It capitalises on the robust outlook for the mining sector and, together with Elliott, we will pursue market opportunities in line with Thiess’ growth and diversification strategy.”

Back in July, CIMIC Group announced that it had signed an exclusivity agreement and was in advanced negotiations with funds advised by Elliott regarding the potential investment by Elliott into 50% of the share capital of Thiess.

Orica moves a step closer to Exsa explosives takeover

Orica says it has completed the acquisition of 83.5% of shares in Peru’s Exsa, moving the Australia-listed firm closer to becoming the number one industrial explosives player in the country, Alberto Calderon says.

First announced in February, the acquisition will create a step-change in Orica’s manufacturing footprint, driving competitive advantage and an enhanced position in the Latin America market, with significant synergies available by combining Orica and Exsa’s operations, the company says.

Calderon, Orica’s Managing Director and CEO, said the company was delighted to welcome Exsa into the Orica family.

“This is a transformational acquisition for our company. It establishes Orica as the number one player in Peru, Latin America’s highest growth market, and transforms our entire initiating system footprint.

“We now look forward bringing our two great businesses together and delivering the many meaningful and tangible synergies that will drive revenue and productivity across the region.”

Orica expects to complete the tender offer process for the remaining shares by the end of the calendar year.

Peru’s number one manufacturer and distributor of industrial explosives, Exsa provides technical assistance and support to the mining (particularly gold and copper) industries. It has a significant share in both Peru underground and open-pit markets, according to Orica, with an efficient supply chain, comprehensive sales distribution network and strategically located ammonium nitrate emulsion assets in north, central and south Peru.

Its initiation systems and packaged explosives capability is market-leading with a new, semi-automated and integrated initiation systems manufacturing facility in Lurin, Peru, according to the company.

Mineral Resources adds crushing wear parts expertise with acquisition of MWP

Mineral Resources Ltd says it has completed the acquisition of Mining Wear Parts (MWP), a privately-owned company that provides specialist parts to the mining, quarrying and recycling industries across Australia.

MWP, based in Brisbane and with operations in Western Australia, was established by David Macfarlane in 2016. Since then it has grown to become a leading and profitable national supplier of replacement parts used in crushing, milling, slurry pumps, mobile equipment and various consumable products such as castings, according to Mineral Resources.

As part of the transaction, Macfarlane will continue to lead MWP, which will become a wholly-owned subsidiary of Mineral Resources’ CSI Mining Services business (CSI). It is the company’s intention to retain the Mining Wear Parts trading name.

“Under its new ownership structure, MWP will have access to CSI’s financial, strategic and operational capabilities to execute the next step-up in its national growth plans,” Mineral Resources said. “In addition to accelerating MWP’s growth, MRL will incorporate the MWP business into the company’s Kwinana workshop as a first step towards establishing a fitting and services arm for the parts supplied by MWP.”

Mineral Resources Chief Operating Officer, Mike Grey, said: “As a leading provider in the mining services sector, with a significant footprint in crushing, in particular, the acquisition of Mining Wear Parts is a logical addition to the Mineral Resources Group of Companies and will allow us to further vertically integrate our supply chain.

“Mineral Resources, through CSI Mining Services, will be a significant client of Mining Wear Parts but we also look forward to introducing and expanding Mining Wear Parts and its quality service offering to our client base to deliver value-adding opportunities for all.”

Macfarlane, meanwhile, said: “With the support of Mineral Resources, Mining Wear Parts will be able to morph very quickly into a larger business with the ability to significantly increase our range of stocked parts and products and build a large technical and experienced base to better support and service our national client base.

“Importantly, Mineral Resources aligns with the culture we have established at Mining Wear Parts of being innovative and delivering value-adding solutions for our clients.

“Together, we will be able to grow Mining Wear Parts’ presence in the repairs and service markets by bringing the best service people, backed by premium wear and spare parts, the most advanced workshops such as Mineral Resources’ Kwinana facility and tooling for the best outcome for all of our clients.”

Primary Power acquisition to expand BESTECH mining and engineering reach

BESTECH says it is building its power services business and mining engineering capacity through the acquisition of Primary Power Group.

The deal, which will also allow the engineering firm to expand into the Greater Toronto Area (GTA), will see the company achieve:

  • Strategic growth objectives in key markets – BESTECH’s multi-disciplinary engineering team serves clients in the GTA and has global clients who will be well-served by this expansion;
  • Continued business from Primary Power Group’s extensive client portfolio, which includes many of BESTECH’s clients, and;
  • Greater opportunities to provide power and mining engineering services, and to recruit talent in southern Ontario.

Primary Power was founded in 1993 and has been a leader in medium and high-voltage power distribution services and panel manufacturing for more than 25 years, according to BESTECH. It has previously worked on projects with Xstrata Nickel (now Glencore) and Vale Inco (now Vale) in Ontario.

BESTECH, meanwhile, recently spun off its technology solutions division and launched a new company, SHYFTinc.

Primary Power Group will integrate into BESTECH’s Power Systems division, led by Dino Titon, Power Systems Engineering Manager.

Alex Kesik, retiring President and GM of Primary Power, said: “It is with great confidence that we take this opportunity for our team members to work with a larger group and to provide even greater service to our valued clients. We anticipate many unique opportunities for continued innovation and advancement. We are very impressed with BESTECH’s vision and commitment to partnership at every level.”

Patrick Fantin, BESTECH’s Engineering Services General Manager, said: “Primary Power Group has developed an outstanding business and has a reputation for service and quality. They are well-regarded by our major clients for local substation designs. As a team, we see this expansion as a partnership among professionals who care about the work we do, and the clients and communities we serve.

“We are excited about what our combined talents and capabilities will mean for our global clients. It enhances our capacity, our presence, and provides a direct and seamless expansion into the GTA.”