Newmont Battle Mountain Merger

On June 22, 2000, Newmont Mining Corporation and Battle Mountain Gold Co. announced a merger whereby Battle Mountain will become a wholly owned subsidiary of Newmont and Battle Mountain shareholders will receive Newmont common shares which ascribes an equity value to Battle Mountain of US$542 million ($800 million). The transaction has several significant Canadian features.

A substantial portion of Battle Mountain’s equity ownership is represented by publicly traded exchangeable shares of Battle Mountain Canada Ltd., an Ontario corporation, which are listed on The Toronto Stock Exchange and owned almost exclusively by Canadians. The shares were issued as part of the 1996 cross-border merger between Battle Mountain Gold and the former Hemlo Gold Mines Inc. (now Battle Mountain Canada) through which Battle Mountain Gold holds its interest in the Golden Giant mine in the Hemlo Region of Northern Ontario.

Battle Mountain Gold’s principal shareholder, Toronto based Noranda Inc., has agreed to support the transaction. The deal will be effected through a simultaneous merger under the law of Nevada (Battle Mountain Gold’s jurisdiction of incorporation) and a Plan of Arrangement under Ontario law.

Canadian counsel to Newmont is Donahue Ernst & Young LLP, where the team is led by Grant Haynen (corporate-securities) and Heather Kerr (Tax). Michael Brown, Abbas Ali Khan and Colin Berryman are advising Newmont on corporate, securities and general matters. Charlie Webster and Dave Van Voorst of E&Y were the principal members of the tax team. Goodman Phillips & Vineberg is acting for Battle Mountain Gold and Battle Mountain Canada, with the GPV team including Stephen Halperin, Neill May and Georges Dube (corporate-securities), Mitchell Sherman and Alan Bowman (tax), Tom Friedland and Kelly Friedman (litigation) and Robert Vaux (competition). US counsel to Newmont is Wachtell, Lipton, Rosen & Katz (New York), with David Katz and Anny Huang heading that firm’s representation. Robert Schumer and Ronald Mandler head a team at Paul, Weiss, Rifkind, Wharton & Garrison (New York) who are acting as US Counsel on behalf of Battle Mountain Gold. Noranda Inc., the largest shareholder of Battle Mountain Gold with a 28 per cent interest, was represented by in-house counsel Julie Galloway and by the McCarthy Tétrault team of Jonathan Grant (corporate) and Gabrielle Richards (tax).