Ashurst advises Northern Star Resources on its A$16 billion gold merger with Saracen Mineral Holdings

Northern Star has entered into a merger implementation deed with Saracen under which it is proposed that Northern Star would acquire all of the shares in Saracen, by way of a members' scheme of arrangement, to effect the merger (Scheme).  

If the Scheme is implemented, Saracen shareholders will receive 0.3763 Northern Star shares for each Saracen share they hold, and this will result in: 

• Northern Star shareholders owning 64% of the Merged Group; and
• Saracen shareholders owning 36% of the Merged Group.  

A combination of the Northern Star and Saracen Boards and senior management teams will continue to lead and manage the Merged Group.

The directors of Saracen have unanimously recommended that Saracen Shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the Scheme is in the best interest of Saracen Shareholders. The directors of Northern Star unanimously endorse and support the Scheme, subject to no Superior Proposal for Northern Star emerging.

The Scheme is subject to various conditions precedent, including approval by the requisite majorities of Saracen Shareholders, approval of the Scheme by the Court, and no material adverse event, regulated event or prescribed event occurring (in respect of either party).

The A$16 billion merger of Northern Star and Saracen is a transformative combination, creating the second biggest gold mining company in Australia, and a top-10 gold mining company globally.

Following Northern Star and Saracen's respective acquisitions of their 50% interests in the Super Pit in late 2019 (on which Ashurst also acted for Northern Star), the combination will also lead to the consolidation of ownership of the iconic "Golden Mile" for the first time in its 125 year history.

Ashurst co-lead partner Antonella Pacitti said:

"We are thrilled to have again assisted Northern Star in pursuing a landmark transaction; this combination with Saracen being its most transformative to date. Northern Star's drive and ability to execute on world-class transactions like this one really is second to none, and we could not be more proud to be part of their journey."

The Ashurst team was co-led by partners Antonella Pacitti and Roger Davies, assisted by associates Jacob Carmody, Toby Newnes, Benjamin Thomas and Meng-Yeow Lim. The core team also comprised partners Lorenzo Pacitti, Gaelan Cooney and Catherine Pedler.