The board of Gold Fields on Thursday rejected suggestions made in the media by Harmony Gold that the two companies should enter into friendly discussions concerning Harmony’s hostile bid for Gold Fields.
“It is the board’s view that Harmony’s offer, with only 11,8% acceptances, has already been overwhelmingly rejected by Gold Fields’ shareholders and does not merit any further discussion,” Gold Fields asserted.
It said the Harmony offer, as currently structured, grossly undervalues Gold Fields; consists only of Harmony’s overvalued shares with no cash element; and offers no control premium.
Gold Fields chief executive Ian Cockerill said: “We don’t consider this offer to be the basis for serious discussion. The Harmony offer remains woefully short on value and takes no account of the value inherent in Gold Fields’ high-quality asset base.
“On this basis, the board believes it cannot recommend that our shareholders accept this offer. Instead, we believe shareholders should reject Harmony’s offer and protect value by keeping their Gold Fields shares.
“The termination of the Iamgold transaction in no way changes our view on the Harmony offer,” Cockerill added.
He said the board does not believe that there is any basis for discussion until and unless:
- Harmony substantially increases its offer to reflect Gold Fields’ value;
- Gold Fields’ shareholders receive Harmony’s independently audited reserves and resources statement, which Harmony promised to publish early in December 2004;
- Harmony consents to a comprehensive commercial due diligence on all of its assets, and in particular allows Gold Fields access to its reserves and life of mine plan; and
- All of Harmony’s loss-making and short-life shafts are excised from any proposal for discussion.
“The board also notes that as of December 8 2004, Harmony’s offer is at a 5,8% discount to Gold Fields’ share price. Furthermore, since October 18 2004, the offer has destroyed an aggregate of R16-billion in market capitalisation for both Gold Fields and Harmony.
“In contrast, the gold price has risen $18,54 per ounce or 4,4% in the same time period.”
Cockerill added: “We believe Harmony cannot complete this ill-conceived offer, so it’s hardly surprising that they so desperately want to talk. We indicated in our initial response to Harmony’s hostile bid that fair value for Gold Fields, even before any premium is factored in, would be in excess of 1,73 Harmony shares for each Gold Fields share, at a R85 000/kg gold price.
“The rand gold price has since decreased to R83 000/kg, so clearly a fair value offer now must be higher than 1,73, plus a control premium.”
He added: “Our shareholders must also have complete and transparent information about Harmony’s reserves and resources and about its operations. Otherwise, they cannot possibly make an informed decision on this offer.
“We call upon Harmony to immediately allow its reserves to be independently reviewed by Gold Fields. With no end in sight to the massive value destruction caused by Harmony’s offer, coupled with Harmony’s continuing silence as to the true state of its reserves and resources, Gold Fields believes that the current offer does not merit further discussion,” Cockerill said. — I-Net Bridge
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