Stockholders who have not responded to the TRC offer take no action
because the offer is at a price below the current market price for
Newmont shares and is subject to numerous conditions; and
Any stockholders who have tendered shares to the TRC offer withdraw
those shares by providing the written notice described in the TRC
offering documents before the expiration of the offer, which currently
is scheduled for 12:01 a.m., New York City time, on Friday, October 3,
Newmont Mining Corporation (NYSE: NEM) (“Newmont” or “the Company”) hasreceived notice of an unsolicited "mini-tender" offer by TRC Capital
Corporation to purchase up to 4,000,000 (approximately 0.80 percent of
the outstanding) shares of common stock of Newmont at $25.15 per share.
This offering price is 4.41 percent BELOW the $26.31 per share
closing price of Newmont shares on September 3, 2014, the day before the
offer. TRC has made its offer subject to numerous conditions and has
stated that it may terminate or amend its offer if, among other things,
it does not obtain sufficient financing on terms satisfactory to it or
there is any decrease in the market price of the shares.
Newmont recommends that:
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers, such as this one, are offers to acquire
less than five percent of a company's outstanding shares and avoid many
of the investor protections afforded for larger tender offers, including
the filing of disclosure and other tender offer documents with the U.S.
Securities and Exchange Commission, and other procedures required by
U.S. securities laws.
The SEC has expressed serious concerns and cautioned investors about
these offers, noting that "some bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off guard if
the investors do not compare the offer price to the current market
price." Newmont encourages stockholders, stockbrokers and dealers, as
well as other market participants, to review the SEC's Investor Tips and
recommendations regarding mini-tender offers, which can be found at http://www.sec.gov/investor/pubs/minitend.htm
as well the New York Stock Exchange’s recommendations, which can be
found under the "Regulation – NYSE - Rules & Interpretations -
Information Memos" tab at http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.
Newmont urges stockholders to obtain current market quotations for
their shares, consult with their broker or financial advisor and
exercise caution with respect to TRC’s offer.
Newmont is not associated with TRC, its mini-tender offer or the offer
Founded in 1921 and publicly traded since 1925, Newmont is a leading
producer of gold and copper. Headquartered in Colorado, the Company has
approximately 30,000 employees and contractors, with the majority
working at managed operations in the United States, Australia, New
Zealand, Peru, Indonesia and Ghana. Newmont is the only gold company
listed in the S&P 500 index and in 2007 became the first gold company
selected to be part of the Dow Jones Sustainability World Index. Newmont
is an industry leader in value creation, supported by its leading
technical, environmental, and health and safety performance.
Newmont Mining Corporation
Meredith Bandy, 303-837-5143
Omar Jabara, 303-837-5114
Source: Newmont Mining Corporation