South African miner Gold Fields (JSE, NYSE: GFI) trusts that Yamana Gold’s (TSX: YRI)(NYSE: AUY) shareholders will back its planned $6.7 billion takeover of the Canadian gold miner.
The proposed merger, which would create the world’s fourth-largest gold miner and that is expected to surpass Agnico Eagle (TSX, NYSE: AEM) in a year to take third place, has been criticized by Gold Fields investors. They claim the transaction is too expensive and does not guarantee growth and profitability.
The gold miner’s shares lost about 20% on May 31, when it announced the all-share transaction, and has not recovered since.
UK investment firm Redwheel, one of the South African miner’s top investors, said in June that Gold Fields was making “a serious error” in its takeover strategy.
Gold Fields chief executive Chris Griffith, however, told reporters on Friday he had held “constructive” and “tough” discussions with Redwheel, adding that many shareholders are warming up to the deal.
The company improved the original offer on Monday by offering to pay shareholders 30% to 45% of normalized earnings at the interim and final dividend stages, up from a previous payout range of 25% to 35%.
It also promised a 45% payout for the 2023 interim and final dividends after it completes the friendly acquisition of Yamana, and a Toronto Stock Exchange listing.
Griffith said he is not considering changing the terms of the sweetened deal.
Raj Ray, analyst for BMO Capital Markets, said Gold Fields’ the ability to unlock significant value in the near-term seems limited.
“While the enhanced dividend policy is incrementally positive, we are not convinced whether the additional 1% yield in 2023 adequately incentivises Gold Fields shareholders for the significant near-term dilution,” Ray wrote.
Shareholders are scheduled to vote on the takeover bid on October 12 with circulars due for posting in the second week of September.
Gold Fields needs 75% of its shareholders to support the deal; Yamana Gold needs just two-thirds of total shareholder approval.