Wrap Text
Comment on Northern Star announcement responding to media speculation regarding a non-binding indicative proposal for the combination of Gold Fields and Northern Star
Gold Fields Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1968/004880/06)
JSE, NYSE, DIFX Share Code: GFI
ISIN: ZAE000018123
(“Gold Fields” or “Company”)
COMMENT ON NORTHERN STAR ANNOUNCEMENT RESPONDING TO MEDIA SPECULATION
REGARDING A NON-BINDING INDICATIVE PROPOSAL FOR THE COMBINATION OF GOLD
FIELDS AND NORTHERN STAR
Shareholders are referred to the recent announcement published by Northern
Star Resources Ltd (Northern Star) on the Australian Securities Exchange
(ASX) in response to media speculation regarding a possible transaction
involving Gold Fields.
Gold Fields confirms that following a number of discussions over the last
six months with Northern Star, with limited engagement, it
confidentially submitted a non-binding, indicative and conditional proposal
to the Northern Star Board on 13 September 2026 to acquire 100% of the
ordinary shares in Northern Star by way of a scheme of arrangement (the
Proposed Transaction).
In its response letter dated 24 September 2026, the Northern Star Board
informed Gold Fields that it was not appropriate to engage in further
discussions at this time.
The approach to Northern Star is consistent with Gold Fields’ strategy to
improve the quality and value of its portfolio through investment in high-
quality, long-life assets. Gold Fields considers that there is strong
strategic rationale for the Proposed Transaction, as Northern Star’s assets
are highly complementary with Gold Fields’ portfolio, and together would
create a world-class pure-play senior gold producer with a compelling growth
profile. The Proposed Transaction offers an opportunity for the combined
group to have a significant land position in Western Australia, a leading
mining jurisdiction in which Gold Fields has successfully operated for
decades. The combination would have a sector-leading production profile,
reserve life and growth pipeline, with the opportunity to unlock meaningful
operational, corporate and portfolio optimisation synergies, estimated at
US$4-5 billion(1) across the combined group.
The combined group would be well-placed to create enhanced value for all
shareholders through the realisation of these synergies, leveraging Gold
Fields’ leading operating platform and complementary technical skillsets
across the portfolio, and benefitting from the strength and optionality that
comes from a resilient balance sheet and continued discipline in capital
allocation.
Terms of the Proposed Transaction
Notwithstanding the Northern Star Board’s position, and in light of Northern
Star’s announcement, Gold Fields confirms below the principal terms of the
proposal submitted to the Northern Star Board.
Under the terms of the Proposed Transaction, Northern Star’s shareholders
would receive 0.3125 Gold Fields shares and A$7.25 in cash for each Northern
Star share held, representing an implied offer price of A$27.00 per Northern
Star share as at 13 September 2026 (the Offer Price). Upon implementation of
the Proposed Transaction, Northern Star shareholders would own approximately
33% of the issued ordinary shares of Gold Fields (Gold Fields Shares),
providing meaningful ongoing participation in the strategic and financial
benefits of the combined group.
Northern Star shareholders would have a mix-and-match facility to enable
them to elect to receive the default consideration, 100% cash or 100% shares,
subject to a customary scale-back mechanism to cap the total amount of cash
consideration to be paid to Northern Star shareholders at A$10.4 billion and
the total number of new Gold Fields shares to be issued to Northern Star
shareholders at 447 million shares.
Gold Fields would intend to establish a secondary listing on the ASX, subject
to ASX approval, in respect of the new Gold Fields shares to be issued to
Northern Star shareholders (formally through utilization of a CHESS
Depositary Interest (CDI) facility).
Strategic rationale
• Creation of the second largest global gold producer with significant
exposure to Australia, North America and Chile
The combination creates a globally diversified gold producer with scale,
quality and clear operational upside. The combined group would produce
approximately 4.1 million ounces in the twelve months to 30 June 2026, with
approximately 80% of production coming from Australia, North America and
Chile, underpinned by 77 million ounces of ore reserves and 181 million
ounces of mineral resources(2).
• An opportunity to realise substantial and unique regional synergies via
the world’s largest sole-owned production centre in any state or province,
estimated at US$4 – 5bn(1)
With eight of Australia’s top 20 gold mines, all located within a ~280-km
radius, and 92% of Northern Star Australian reserves (excluding Hemi) located
within 100-km of existing Gold Fields processing infrastructure, the Proposed
Transaction offers a uniquely contiguous footprint. There is potential to
unlock material value through operational optimisation synergies allowing
access to higher-grade feed whilst reducing operating costs through lower
haulage and processing costs. The combined group would also expect to realise
meaningful procurement, maintenance and corporate efficiencies, including
tax synergies.
• Demonstrated project development expertise and operating capabilities to
de-risk and drive returns on the combined production growth pipeline of
800Kozpa+(3)
Gold Fields’ proven project development capability would support value
realisation at Hemi, following the successful delivery of Salares Norte into
commercial production in 2025 and the advancement of Windfall to execution
readiness. By combining Northern Star’s deep Western Australian expertise
with Gold Fields’ global technical, operational and project execution
capabilities, the combined group would apply a “best of both” approach to
reduce development risk, improve capital efficiency and maximise long-term
value from Hemi and Windfall.
• Strength of the combined balance sheet supports continued upper quartile
shareholder returns through the cycle
Gold Fields remains committed to its capital allocation framework, which
seeks to balance reinvestment in its business with delivering upper quartile
shareholder returns, whilst maintaining an investment grade credit rating.
The balance sheet strength of the combined group would provide enhanced
flexibility to fund the organic growth pipeline, including the Windfall and
Hemi projects, while continuing to support Gold Fields’ track record of
attractive shareholder returns through the cycle alongside our commitment to
a <1.0x Net Debt/EBITDA target following implementation of the transaction.
While Gold Fields views the quality of Northern Star's assets as attractive
and complementary to its existing portfolio, it recognises certain assets
may have greater strategic relevance and/or attract higher valuations under
alternative ownership structures. Accordingly, Gold Fields would intend to
pursue a defined programme of portfolio optimisation following implementation
of the Proposed Transaction. Proceeds from selected asset disposals, expected
to be at least US$4.0 billion, would assist deleveraging and provide
flexibility for enhanced shareholder returns.
The Offer Price represents:
• a 22% premium to Northern Star’s closing share price on 11 September
2026, being the last trading day prior to submission of Gold Fields’
proposal(4);
• a 14% premium to Northern Star’s closing share price on 25 September
2026(5); and
• a 20% premium to Northern Star’s broker average net asset value (NAV)(6).
The Offer Price represents an attractive premium to Northern Star’s
undisturbed share price, particularly given Northern Star’s share price
appreciation of 14% on 2 June 2026, the day Elliott published its presentation
outlining perspectives on value creation at Northern Star.
Mike Fraser, Chief Executive Officer of Gold Fields, said:
“We see this combination as creating a stronger platform that can deliver
value sooner. Gold Fields would bring proven operational and development
capability to Northern Star’s portfolio, with our combined business unlocking
material, unique synergies estimated at US$4-5bn in value(1). While we are
disappointed that the Northern Star Board has not yet chosen to engage on a
proposal that we continue to believe offers compelling strategic and
financial benefits for both sets of shareholders, we remain open to
constructive dialogue and continue to seek engagement with the Northern Star
Board to discuss the merits of the Proposed Transaction. At the same time,
we will remain disciplined and prudent in our approach to ensure the continued
maximisation of value for Gold Fields shareholders. Gold Fields remains
committed to maintaining a strong balance sheet, with sufficient liquidity
and financing flexibility to support its strategic priorities, including the
Proposed Transaction.”
There can be no certainty that any further engagements with Northern Star
will materialise, or that a transaction will be successfully concluded.
Presentation at Mining Forum Americas Conference
Shareholders are also advised that Gold Fields’ management is currently in
attendance at Mining Forum Americas, taking place from 27 to 30 September
2026. Presentation materials will be uploaded to the Company’s website at
www.goldfields.com later today.
1) Synergies estimated by Gold Fields on a post-tax, NAV and NPV basis, net of one-
off implementation costs, expected to be realised over time. Estimates are
preliminary only, based solely on publicly available information about Northern
Star, without due diligence and are subject to implementation of the proposed
transaction and the outcome of further technical and operational studies.
2) Financial information based on Gold Fields and Northern Star public disclosures.
AISC/oz and production based on LTM Jun-2026 for Gold Fields and Northern Star.
Ore reserves and mineral resources based on Dec-2025 for Gold Fields and Mar-2026
for Northern Star.
3) Refer to the Gold Fields 2025 Integrated Annual Report for anticipated average
annual Windfall production; Hemi production based on the average annual production
over the first 10 years of mine life per the Hemi definitive feasibility study
published in September 2023.
4) Based on Northern Star’s closing share price of A$22.08 per share on 11 September
2026.
5) Based on Northern Star’s closing share price of A$22.11 per share on 25 September
2026.
6) Based on the average Northern Star NAV per share from broker reports available to
Gold Fields and its advisors on 13 September 2026.
ENDS
28 September 2026
For investor enquiries contact:
Jongisa Magagula
Tel: +27 11 562 9775
Mobile: +27 82 562 5288
Email: jongisa.magagula@goldfields.com
Shilan Modi
Tel: +27 11 562 9700
Mobile: +27 83 461 6894
Email: shilan.modi@goldfields.com
For media enquiries contact:
Kershnee Govender
Tel: +27 11 562 9700
Email: kershnee.govender@goldfields.com
Erica Borgelt
Tel: +61 413 732 951
Email: Erica.Borgelt@secnewgate.com.au
JSE Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
Financial advisors to Gold Fields:
BofA Securities
J.P. Morgan
Legal advisors to Gold Fields:
Herbert Smith Freehills Kramer (Australia)
Webber Wentzel (South Africa)
Media advisor to Gold Fields:
SEC Newgate (Australia)
About Gold Fields
Gold Fields is a globally diversified gold producer with eight operating
mines in Australia, South Africa, Ghana, Chile and Peru and one project in
Canada. Gold Fields has a total attributable annual gold-equivalent
production of 2.4 Moz, proved and probable Gold Mineral Reserves of 48.3
Moz, measured and indicated Gold Mineral Resources of 34.2 Moz (excluding
Mineral Reserves) and inferred Gold Mineral Resources of 12.8 Moz (excluding
Mineral Reserves) as at 31 December 2025. Gold Fields’ shares are listed on
the JSE and the American depositary shares trade on the New York Stock
Exchange.
About Northern Star
Northern Star is one of the world’s ten largest gold miners, with nine
operating mines across three high-quality production centers in Australia
and Alaska (United States), and one major development project in Western
Australia. Northern Star has total attributable annual gold sales of 1.54
Moz, Group Ore Reserves of 28.4 Moz, and group Mineral resources of 88.9
Moz. Northern Star’s shares are listed on the Australian Securities Exchange.
Forward looking statements
This announcement contains forward looking statements within the meaning of
the safe harbour provisions of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact included in
this announcement may be forward looking statements. Forward-looking
statements may be identified by the use of words such as “aim”, “anticipate”,
“will”, “would”, “expect”, “may”, “could”, “believe”, “target”, “estimate”,
“project” and words of similar meaning.
These forward-looking statements, including among others, those relating to
Gold Fields' future business strategy, development activities (including the
approvals, permitting, development, operations and final investment decision
relating to the Windfall Project), anticipated benefits of acquisitions or
joint ventures (including as to whether the proposed combination with
Northern Star will be completed, the terms and timing and anticipated
benefits or synergies of the proposed combination), ability to successfully
renew, and/or extend or retain mining rights, licences or other interests
(including, in particular, the renewal of the Tarkwa mining leases), ability
to conclude divestments on favourable terms (if at all), business prospects,
financial positions, production and operational guidance, shareholder
returns, climate and ESG related statements, targets and metrics, are
necessary estimates reflecting the best judgement of senior management and
involve risks and uncertainties that could cause actual results to differ
materially. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances and should
be considered in light of various important factors, including those set
forth in Gold Fields’ Integrated Annual Report 2025 filed with the
Johannesburg Stock Exchange and the Annual Report on Form 20-F filed with
the United States Securities and Exchange Commission (SEC) on 30 March 2026
(SEC File no. 001-31318).
To the maximum extent permitted by law, Gold Fields makes no representation
or warranty as to the currency, accuracy, reliability or completeness of any
forward-looking statement contained in this announcement. Readers are
cautioned not to place reliance on such statements. These forward-looking
statements speak only as of the date they are made and are based on
information available to Gold Fields as at the date of this announcement.
Gold Fields and its directors, officers, employees, advisers, agents and
other intermediaries disclaim any obligation or undertaking to update
publicly or release any revisions to these forward-looking statements,
whether to reflect new information, events or circumstances after the date
of this announcement, the occurrence of future events or otherwise. These
forward-looking statements and any other financial information contained in
this announcement have not been reviewed or reported on by the Company’s
external auditors. This announcement is the responsibility of the Gold Fields
Board of Directors.
Five-year estimates are in real terms as at 1 January 2026, are based on the
existing portfolio and are subject to inflation and other pressures.
Mineral resources and mineral reserves
The Mineral Resources and Mineral Reserves figures in this announcement for
Gold Fields reflect the Gold Fields group’s position as at 31 December 2025,
as published in the 2025 Mineral Resources and Mineral Reserves Supplement
(released 30 March 2026 alongside the Integrated Annual Report), to which
readers are referred for full technical disclosure.
The Mineral Resources and Mineral Reserves figures in this announcement for
Northern Star reflect Northern Star’s public announcements released 3 June
2026, and reflect the Northern Star group’s position as at 31 March 2026.
These figures are not prepared in accordance with the SAMREC Code or SAMVAL
Code and have not been independently verified by Gold Fields.
Date: 28/09/2026 07:05:00
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