Following a review by Australia’s Foreign Investment Review Board (FIRB), the Treasurer has cleared Gold Fields to proceed with its $3.7 billion acquisition of Gold Road Resources.
The FIRB confirmed the Federal Government has no objection to the transaction under the Foreign Acquisitions and Takeovers Act 1975.
The FIRB approval condition contained in the scheme implementation deed between Gold Fields and Gold Road has now been satisfied.
The acquisition is still subject to an independent expert concluding that the scheme is in the best interests of Gold Road shareholders, approval from Gold Road’s shareholders and approval by the Court.
The transaction, originally announced on May 5, will see Gold Fields acquire Gold Road, its 50:50 joint venture partner for the Gruyere gold mine in Western Australia.
Under the terms of the scheme implementation deed, Gold Road shareholders will receive a fixed cash consideration of $2.52 per share for each Gold Road share.
They will also receive a variable cash consideration equal to the full value of each Gold Road shareholder’s proportion stake in Northern Star Resources based on the five-day volume weighted average price (VWAP) prior to the scheme becoming effective.
Gold Road was De Grey Mining’s largest shareholder, holding approximately 17.26 per cent of the company’s issued capital. De Grey was officially acquired by Northern Star the same day Gold Fields announced its intention to acquire Gold Road.
As per the scheme implementation deed, Gold Road will continue to hold its shareholding in Northern Star.
If Gold Fields successfully acquires Gold Road, it will consolidate its ownership of Gruyere, of which it is currently manager. Gruyere is guided to produce 325,000–355,000 ounces in 2025, despite lower production delivered for the March 2025 quarter.
Gold Road continues to unanimously recommend that its shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to the independent expert concluding the scheme is in their best interest.
If the scheme is approved by Gold Road shareholders and the other conditions are satisfied or waived, the acquisition is expected to be implemented in October.
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