The SA Securities Regulation Panel (SRP) ruled on Monday in favour of the Harmony gold mining company in the first of a series of legal and regulatory challenges to its hostile $7,1-billion takeover bid for rival South African mining company Gold Fields.
The panel, which has the power to approve the structure of takeovers and mergers in South Africa, said Harmony was not acting in concert with Gold Fields’ largest shareholder, Norilsk Nickel & Mining Metallurgic, for the purposes of its bid.
Gold Fields claimed last month that Harmony and Norilsk are teaming up to mount an unfair two-stage takeover.
Norilsk, which owns 20% of Gold Fields, has given an irrevocable undertaking to Harmony that it will vote its shares in favour of Harmony’s bid to acquire Gold Fields and block a proposed merger with Canada’s Iamgold.
Harmony’s chief executive, Bernard Swanepoel, said the panel’s ruling ”came as no surprise”.
”The offers have been reviewed by the relevant regulatory bodies, including the SRP, and we also consulted with the US Securities and Exchange Commission before we made our proposal,” Swanepoel said in a statement late on Monday.
A spokesperson for Gold Fields conceded that the panel’s decision was a setback, but vowed to fight on.
Harmony scored another victory on Monday when the securities panel said in a separate decision that Gold Fields’ external advisers, Goldman Sachs and JPMorgan Chase, were ”not appropriate”.
However, Jacobsz said Gold Fields would be appealing the ruling.
Although Monday’s ruling doesn’t guarantee the success of Harmony’s bid, it represents the first time a regulator or court has shot down an attempt by Gold Fields to block the deal.
Gold Fields has two other legal challenges in progress in South Africa and last Friday announced that it was also taking action in New York. ‒ Sapa-AP