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Newmont dangles US$470M special dividend ahead of Goldcorp merger

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Newmont dangles US$470M special dividend ahead of Goldcorp merger

In the wake of widening shareholder pushback against a planned merger with Goldcorp Inc., Newmont Mining Corp. said it would offer a special dividend of 88 U.S. cents per share worth about US$470 million to premerger shareholders.

The special dividend is essentially a sweetener to help sway Newmont stockholders who expressed doubts ahead of crucial shareholder votes on the deal after Newmont announced a joint venture in Nevada with Barrick Gold Corp. The joint venture followed a bitter hostile takeover attempt by Barrick and is expected to cut costs for both miners.

"Once the joint venture with Barrick was announced, we started hearing from our shareholders about synergies from the Nevada joint venture leaking to Goldcorp shareholders," Newmont spokesperson Omar Jabara told S&P Global Market Intelligence. "We listened to their concerns and felt that the special dividend was the most effective way to address that concern."

Van Eck Associates Corp., a key Newmont shareholder, had said the deal gave away too much to incoming Goldcorp shareholders, but expressed support in response to the dividend decision.

"I am very pleased with Newmont's decision," Joseph Foster, a Van Eck portfolio manager, said in an emailed statement provided to S&P Global Market Intelligence. "Shareholders will receive a portion of merger synergies up front in the form of a dividend. This should be a model for the industry going forward."

Among other key shareholders, Paulson & Co. Inc. also opposed the deal as it stood but said it would support a revised merger that gave less to Goldcorp, offering at most 0.254 of a Newmont share for each Goldcorp share instead of the 0.328 of a share bid by Newmont.

It was not clear, however, if the special dividend swayed Paulson's position. Attempts to reach Paulson for comment March 25 went unanswered.

Analysts see the added cash bringing skeptical shareholders on side.

"I think this gets the deal done," said Kerry Smith, a mining analyst with Haywood Securities.

Another analyst with knowledge of the deal, who preferred not to be named, expects Newmont's move to entice shareholders. "I'm sure Newmont surveyed their major shareholders to see what it would take before they settled on 88 U.S. cents per share," the analyst said. "Votes can always be bought in these situations."

Goldcorp, as required by Newmont under the merger agreement, said in a March 25 news release that it maintained its support for the merger after the special dividend. It also noted that Institutional Shareholder Services Inc. had advised shareholders to approve the merger with Newmont.

Goldcorp and Newmont shareholders are scheduled to meet April 4 and April 11, respectively, to vote on the deal.