Gold Fields to acquire Gold Road in $2.4bn deal

Mid-tier Australian gold producer Gold Road Resources has entered an agreement with Gruyere Holdings, a wholly owned subsidiary of Gold Fields, to divest 100% of the issued and outstanding share capital for A$3.7bn ($2.4bn).

Mid-tier Australian gold producer Gold Road Resources has entered into a binding agreement with Gruyere Holdings, a wholly owned subsidiary of Gold Fields, to divest 100% of its issued and outstanding share capital for A$3.7bn ($2.4bn). The transaction is set to strengthen Gold Fields’ 50% stake in the jointly operated Gruyere mine located in Western Australia.

Under the terms of the agreement, Gold Road shareholders will receive a total cash consideration of A$3.40 per share, comprising a fixed cash portion of A$2.52 and a variable cash component linked to Gold Road’s shareholding in Northern Star Resources. As of May 2, the variable portion was valued at A$0.88 per share [1][2][3].

In addition to the cash consideration, Gold Road intends to declare a fully franked special dividend of approximately A$0.35 per share, funded from existing cash and liquidity. The special dividend, which will be deducted from the fixed cash consideration, remains subject to board discretion and Gold Road’s financial performance prior to implementation of the scheme [1][2].

The offer represents a 43% premium to Gold Road’s last undisturbed closing price of A$2.38 on March 21, the day before Gold Fields submitted its initial proposal. It is also 12% higher than the A$3.04 indicative offer disclosed in March [1][2].

Key shareholders, including UniSuper, Yarra Capital Management, First Sentier Investors, and Perpetual Asset Management, hold about 7.5% of Gold Road’s shares and have expressed their intention to vote in favor of the scheme, subject to customary conditions [1][2].

The scheme is subject to shareholder and court approval, as well as regulatory clearances including from the Australian Foreign Investment Review Board and the Australian Securities and Investments Commission. A shareholder meeting is expected to take place in September [1][2].

Gold Fields CEO Mike Fraser stated, “The consolidation of our ownership in the Gruyere gold mine is firmly aligned to our strategy of improving portfolio quality through investment in high-quality, long-life assets and is immediately additive to the group's cash generation” [2].

Gold Road chairman Tim Netscher commented that the board had believed the all-cash scheme offered compelling value, compared to what might otherwise be available if the company continued to operate as a standalone entity [1][2].

Completion of the deal will see Gold Road delisted and becoming a wholly owned subsidiary of Gold Fields [1][2].

References:
[1] https://www.mining-technology.com/news/gold-road-gold-fields/
[2] https://www.miningweekly.com/article/gold-fields-strengthens-australian-gold-footprint-in-a37bn-gold-road-deal-2025-05-05
[3] https://www.nasdaq.com/articles/gold-fields-acquire-gold-road-resources-37-bln-deal