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).
The total cash consideration amounts to A$3.40 per share, suggesting an enterprise value for Gold Road of approximately A$2.6bn.
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The deal will strengthen Gold Fields’ 50% stake in the jointly operated Gruyere mine located in Western Australia.
The offer includes a fixed cash consideration of A$2.52 for each Gold Road share and a variable component linked to Gold Road’s holding in Northern Star Resources, valued at A$0.88 per share as of 2 May 2025.
The deal is contingent on various conditions, including shareholder and court approvals, and is expected to be finalised in October 2025.
Gold Road chairman Tim Netscher said: “The Board has been focused at all times on ensuring that we deliver value and act in the best interests of our shareholders. The Gold Road Directors consider that the value offered by the all-cash Scheme Consideration delivers compelling value for Gold Road shareholders compared to what may otherwise be available if Gold Road continued to operate as a standalone entity.
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By GlobalData“This cash proposal accelerates realisation of Gruyere’s value and provides certainty for Gold Road shareholders today at an attractive premium to trading levels prior to receipt of the initial Gold Fields proposal.”
If the acquisition is successful, Gold Road plans to issue a fully franked special dividend, estimated at A$0.35 per share based on the current franking account balance. The total dividend payable to Gold Road shareholders stands at approximately A$379m.
UniSuper, Yarra Capital Management, First Sentier Investors, and Perpetual Asset Management are key shareholders, holding about 7.5% of Gold Road’s shares. They have expressed their intention to vote in favour of the scheme. However, they retain the right to sell their shares before the scheme meeting.
Gold Road managing director and CEO Duncan Gibbs said: “The Scheme provides Gold Road shareholders with an opportunity to realise certain value for their Gold Road shares at a compelling premium. This offer price represents a material premium to the undisturbed share price prior to the initial Gold Fields’ proposal and a material premium to longer term trading levels.”
Additionally, Northern Star Resources completed the acquisition of De Grey Mining by way of a Court-approved Scheme of Arrangement.
Northern Star managing director and CEO Stuart Tonkin said: “The acquisition of De Grey is strongly aligned with Northern Star’s strategy to generate superior returns for shareholders. We believe that Hemi will deliver a low-cost, long-life and large-scale gold mine in the tier-1 jurisdiction of Western Australia, further enhancing the quality of our asset portfolio and ability to generate cash earnings.
“The Northern Star team looks forward to integrating Hemi into our portfolio and building strong relationships with the Kariyarra people, other Traditional Owners in the Hemi project area and additional Hemi project stakeholders.”
In April 2025, Gold Fields announced a new agreement with Ghana to continue operations at Damang mine.
