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Competition tribunal ratifies Harmony’s proposed merger with Gold Fields

Harmony Gold Mining Company Limited (NYSE: HMY JSE: HAR) today announced that the South African Competition Tribunal had approved its proposed merger with Gold Fields subject to the condition that, for a period of twenty four months, there are no retrenchments of employees below the level of Patterson grade C or equivalent and no more than 1000 retrenchments of employees at or above that level as a result of the merger.

“Despite all of the frustrating actions brought about by Gold Fields in the lead up to the Tribunal process, our merger application has been unsurprisingly approved as per the recommendation from the Competition Commission. For the first time in seven months our bid has become unconditional. Gold Fields shareholders can now finally have a say in the matter. Instead of merely funding Gold Fields expensive, belligerent and unnecessary legal processes, they can consider which management team is best suited to manage the Gold Fields assets and deliver on-going value to them.” commented Chief Executive Bernard Swanepoel.

“We believe that Harmony’s offer of 1.275 Harmony shares per Gold Fields share is full and fair; it reflects a significant premium based on the pre-bid share prices and is also our final offer.” said Bernard.

Harmony is sticking to its promise of not overpaying for assets. “We could secure this deal simply by paying more, but given all the analysis we have done on Gold Fields’ operations and the additional information, both public and confidential, that became available through the Tribunal’s hearing process, we are more convinced than ever that 1.275 should remain our best offer.” Bernard added. “Gold Fields shareholders must now decide the future of their company and whether or not they will accept our price.”

Harmony’s current offer expires on 20 May 2005 and will not be extended.

Harmony’s offer for Gold Fields is consistent with its strategy of growth, but not at any price. Harmony remains focused on its successful growth and acquisition strategy, but only in ways that are accretive to shareholders.

Harmony has a strong balance sheet with investments of R6,5bn that can be turned to account as is needed. Part of that includes an 11,5% stake in Gold Fields.

“We are considering our options on our Gold Fields stake. We are not in the business of making non-strategic investments in other gold companies, nor in the business of sitting on large piles of unutilised shareholder funds.” Bernard commented.

Harmony’s restructuring is substantially complete and despite the recent unfortunate setback flowing from Friday’s Labour Court ruling, it is confident that the current restructuring will be complete, in no more than 60 days.

“We are committed to taking our medicine and completing our restructuring programme to create an operating platform ensuring the long-term profitability of the company even in the current low rand gold price environment. Operationally we are in better shape than before the Gold Fields bid in October 2004.” Bernard said.

“We look forward to moving ahead confident in the knowledge that we have restructured the business for profitability, we have a strong balance sheet, a powerful management team and a range of ideas and opportunities to add value” Bernard concluded.

Related Documents:

For more details contact:

Bernard Swanepoel
Chief Executive
+27(0)83 303 9922

Ferdi Dippenaar
Marketing Director
+27(0)82 807 3684

Brenton Saunders
Executive, Investor Relations
+27(0)83 607 4060

Vusi Magadana
Investor Relations Officer
Office: +27 11 684 0149
Mobile: +27(0)72 157 5986
This email address is being protected from spambots. You need JavaScript enabled to view it.

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