TORONTO -- Newmont Mining Corp. and Barrick Gold Corp. (TSX:ABX) blamed each other Monday for the collapse of merger talks that could have combined two of the world's largest gold producers.
Newmont released a letter it sent to Barrick co-chairman John Thornton and the company's board of directors that laid the failure at the feet of the Canadian company.
"While our team has found your management team's engagement to be constructive and professional, the same constructive nature cannot be said of our discussions with your co-chairman on certain fundamental strategic and structural issues over the past two weeks," Newmont chairman Vincent Calarco wrote.
"Our efforts to find consensus have been rejected out of hand repeatedly. And, as we contemplated further dialogue, we read in the continuing reporting of the transaction in the financial press a pointed characterization of our company as 'extremely bureaucratic and not shareholder friendly.' Nothing could be further from the truth."
Barrick responded by accusing Newmont of seeking to renege on key elements of a term sheet that it said the companies signed on April 8, including locating the head office of the merged company in Toronto, the identification of specific assets to be included in a spin-off company and the roles and authority of the chairman, the lead director and the CEO.
"Both companies were in full agreement that the merger would produce substantial added value for shareholders, through unique synergies that can only be achieved by combining Barrick and Newmont, and the spin-off and further rationalization of certain of the companies' combined assets," Barrick said in a statement.
Newmont said it "strongly" disagreed with Barrick's characterization.
Several reports last week, citing unidentified sources, suggested the companies were working towards a deal ahead of Barrick's annual meeting on Wednesday when founder and chairman Peter Munk is scheduled to step down. However, the talks hit a snag and then broke down.
A combination of Barrick and Newmont, which has been considered before, would have created a gold miner with nearly 11 million ounces of annual production. It would also have allowed the companies to combine their operations in Nevada and save millions in overhead, supply contracts and staffing.
In a recent interview with Bloomberg TV, Munk said the companies have talked several times about a deal over the years and that it has "always made sense."
Barrick has struggled in recent years and its stock trades for less than half of what it did less than two years ago.
The company has reported losses the last two years as it took US$6.3 billion in impairment charges in 2012 and another US$12.7 billion last year.
Barrick was forced to stop work at its Pascua-Lama project in South America last year after massive cost overruns and a court ruling that put construction on hold until Barrick completes work to protect the water systems as part of its environmental commitments.
In recent months, Barrick has shed what it deemed non-core operations and worked to reduce indebtedness. It sold several smaller mines in Australia, a minority stake in a mine in Nevada as well as a portion of its stake in African Barrick Gold, and raised nearly $3 billion in an stock offering that was used to repay debt.
The company also revamped its board and its executive compensation process after shareholders turned down an advisory vote on Barrick's approach to executive pay at its annual meeting last year.
