Newmont Mining Corp., attempting to dodge a takeover attempt by corporate raider T. Boone Pickens Jr., yesterday unveiled what analysts described as a "scorched earth" defense that is likely to repel Pickens, but could drastically shrink the company.
Pickens, however, emerged as a big winner from the actions. His investor group, Ivanhoe Partners, which owns 9.9 percent of Newmont, stands to make a profit of about $200 million on its $427 million investment in the company, analysts estimated.
"As the saying goes, he's going to cry all the way to the bank," said William G. Siedenburg, an analyst at Smith Barney, Harris Upham & Co. Inc. in New York.
Pickens could not be reached for comment.
Some analysts have suggested all along that this was the outcome Pickens sought when he began stalking Newmont two months ago. Pickens has made millions in the past five years with a series of unsuccessful takeover offers for such companies as Unocal Corp., Gulf Corp. and Phillips Petroleum Co., profiting when the companies have either bought out his stake or have been taken over by other concerns. However, Pickens has insisted that he was "serious" about wanting to take over Newmont.
Newmont, which rejected Ivanhoe's $2.9 billion offer for a controlling interest as "inadequate," said yesterday it would pay its shareholders a $33-a-share special dividend, sell many of its assets to cover the cost of the huge payout and rebuild the company around its gold-mining interests.
It also said Consolidated Gold Fields PLC, a British company that is Newmont's largest shareholder, with 26.2 percent, planned to increase its holding in Newmont to as much as 49.9 percent, further making an unwanted takeover all but impossible. Analysts speculated yesterday that Consolidated might buy Pickens' shares if the raider decides to drop his bid.
Following the actions, Newmont, which now has interests in gold, coal and petroleum, will be little more than a holding company for Newmont Gold, a separate subsidiary in which the parent company holds a 90 percent stake.
Newmont Gold, however, is a very attractive business. In recent weeks, it has dramatically increased its gold reserve and production estimates, and Newmont Mining claimed yesterday that the subsidiary has the largest gold reserves in North America and expects to be the largest producer of gold in the Western Hemisphere within a year.
Siedenburg estimated the value of Newmont after the restructuring at about $90 a share, including the special dividend. Pickens was offering $105 a share for the company.
"My feeling is it wasn't a good move," Siedenburg said. "Instead of having a $90 value here now, they would have had $105. So the stockholder can't be real ecstatic."
Newmont stock yesterday tumbled $7.12 1/2 to $94 in heavy New York Stock Exchange trading.
In a statement released yesterday from Newmont's New York headquarters, company Chairman Gordon R. Parker said he believed the dividend and restructuring would be better for Newmont shareholders than Pickens' offer.
"The value of Newmont Mining and the key to realizing that value both lie within Newmont itself," he said. "Our restructuring plan will focus Newmont on its gold business -- a business in which we are one of the world's premier participants. At the same time, the $33 dividend delivers -- equally to all stockholders -- substantial immediate value, while enabling stockholders to continue as the owners of a company having the values which are inherent in its gold-producing assets.
"Our board believes that Newmont's stockholders are better served by receiving the $33 dividend and by participating in Newmont's future as a gold company than by accepting Ivanhoe's inadequate offer," Parker said.
To pay for the $33-a-share dividend, Newmont will borrow $2.25 billion from a group of banks headed by Manufacturers Hanover Trust Co. and Chemical Bank. It then will sell nongold assets to reduce the debt.
The company said it also had agreed with Consolidated Gold Fields, which has backed management in its fight against Pickens, that Consolidated could increase its stake in Newmont to 49.9 percent, although its representation on Newmont's board cannot exceed 40 percent.