The CEO of world number-four gold miner Gold Fields, Ian Cockerill, on Monday called on shareholders of world number-six gold miner Harmony to vote against the resolutions proposed by the Harmony board.
“We are writing to urge you to vote against the ordinary and special resolutions proposed by the board of directors of Harmony Gold,” Cockerill said in a letter to Harmony shareholders.
The general meeting of Harmony shareholders will be held at Harmony’s corporate office on November 12.
On October 18, Harmony announced it was making a bid for Gold Fields, seeking to create the world’s largest gold-mining group, with Harmony offering Gold Fields shareholders 1,275 Harmony shares for every Gold Fields share held.
“Harmony cannot fulfil the conditions of its hostile offer for Gold Fields without your approval of a share capital increase,” Cockerill said.
The Harmony board is proposing that that the Harmony shareholders approve a “risky” two-step offer to purchase all of the shares of Gold Fields in a transaction where Harmony would first try to acquire up to 34,9% of Gold Fields shares and then — subject to numerous conditions, including receipt of regulatory approvals and approval by competition authorities — attempt to acquire all of the Gold Fields shares it does not already own.
Harmony will also seek a capital increase that would dilute Harmony shareholders’ investment in Harmony and give Harmony the means to purchase Gold Fields, Cockerill said.
“You should reject these resolutions because Harmony’s offer to acquire Gold Fields presents high risks and few rewards for Harmony shareholders,” he added.
“We believe the structure of the combined company as envisaged by Harmony will destroy value for both Harmony and Gold Fields shareholders,” Cockerill stated.
“The Harmony board is undertaking a very risky acquisition strategy at your expense,” Cockerill said.
The greatest risk to Harmony shareholders occurs if Harmony fails to acquire in excess of 90% of Gold Fields, he added.
If Harmony gets less than 90% of Gold Fields’ share issue, that will mean Harmony cannot squeeze out disgruntled minority shareholders, does not get direct access to the cash flows of Gold Fields and will find it difficult to extract value from the investment in Gold Fields.
Harmony’s offer could also be illegal, Cockerill noted, as South Africa’s Competition Tribunal may prohibit the implementation of the offer because it was not properly notified.
The High Court may stop the offer because it does not comply with the South African Companies Act, Cockerill said. The High Court may find Harmony in breach of criminal provisions in the Companies Act.
The Securities Registration Panel may rule that the offer fails to comply with the Securities Regulation code, Cockerill added.
If the bid succeeds, Harmony shareholders should be aware that a large shareholder with no explicit strategy for the new entity may have significant influence over a merged Harmony and Gold Fields.
Depending on the outcome, Russia’s Norilsk Nickel could own between 13% and 20%, based on acceptances of between 50% and 100%, of the new entity after the completion of the offer.
Norilsk Nickel has about a 20% stake in Gold Fields.
The Harmony board is highly unlikely to create a new South African champion through the proposed acquisition of Gold Fields.
“It is rare indeed that a hostile takeover bid has combined such value-destructive potential with such little merit,” Cockerill said.
The Gold Fields board will continue to fight Harmony’s offer, which is “coercive” and which will put the fate of these two South African companies largely in the hands of opportunistic arbitrageurs with no long-term investment intentions.
The Harmony board needs 75% of the votes at the shareholders meeting on November 12 to approve the special resolutions it has proposed, so each Harmony shareholder vote is very important, no matter how many or how few shares are held, Cockerill said.
“To protect your investment you should vote against the special resolution to increase Harmony’s authorised share capital at the extraordinary general meeting,” Cockerill asserted. — I-Net Bridge
Solidarity works to save jobs