Gold Fields sees pressure on Northern Star to discuss offer

Gold Fields believes shareholders of Northern Star Resources may put pressure on Australia’s biggest gold miner to discuss the South African firm’s rebuffed takeover approach.

Both companies said on Monday that Northern Star has rejected a cash-and-shares offer from Gold Fields that values the target at A$38.7 billion ($27.1 billion). Bloomberg News first reported the approach on September 26.

The approach triggered sharp moves in both companies’ shares on Monday, with Northern Star jumping, while Gold Fields slumped as investors and analysts questioned whether it will return with a sweetened proposal. In an interview, Gold Fields Chief Financial Officer Alex Dall said he’s hopeful Northern will come back to the table.

“We think that now that it’s in the public, there might be some push on them to talk to us,” Dall said. “Then we can at least constructively engage with them on what their concerns are on the offer.”

Gold Fields is seeking to create the world’s second-largest gold miner, which would trail only Newmont by output. The Johannesburg-based miner has been among the most acquisitive firms as a multiyear rally in gold prices has driven a wave of dealmaking.

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Dall said the cluster of Western Australian operations owned by both companies, and producing 2.4 million ounces of the metal a year, would account for a “major portion” of estimated deal synergies of up to $5 billion. Savings would be realised through “opportunities for high grade feed, reduced haulage and processing costs, improved utilisation of our existing infrastructure,” plus procurement and tax efficiencies, the CFO added.

Northern Star has said the bid doesn’t “reflect the fundamental value” of its portfolio and growth options, and was “highly opportunistic.” The Australian firm said it’s informed Gold Fields that it will not engage further on the indicative offer.

Northern Star has cut its production guidance several times over the past year, with issues at its Kalgoorlie processing plant in Western Australia constraining production from what shareholder Elliott Investment Management has called “world-class” mining assets. Elliott, which owns about 6% of Northern Star, has criticised the miner for underperformance and called on it to consider a sale or asset divestments.

The potential deal is “a logical opportunity” for Gold Fields and is “well-timed” given shareholder activism among Northern Star investors, RBC Capital Markets analysts said in a note.

Gold Fields investors reacted coolly to the offer, with the miner’s shares falling as much as 16% in Johannesburg trading on Monday. Northern Star jumped 6.2% to A$23.47, short of the A$27 implied bid price.

Dall declined to comment on the slump in Gold Fields’ shares, but said that following a takeover, the company would seek to raise at least $4 billion by selling non-core mines in the merged portfolio.

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“We’d like to look under the hood of all the assets, understand them better and then see which other optimal ones to dispose of,” Dall said. “Everything would be up for evaluation.”

A transaction would significantly increase Gold Fields’ exposure to Australia, with the country’s contribution to production increasing nearly two-fifths to 58% of its total, the company said in a presentation.

Gold Fields also operates mines in Africa and South America, and is developing a project in Canada.

The company is locked in highly consequential talks with the government of Ghana about renewing leases that expire in April for one of its biggest operations. The firm has said the outcome of the discussions is a “material uncertainty” for shareholders.

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