Northern Star Rejects $27 Billion Takeover Proposal From Gold Fields — Update

By Rhiannon Hoyle

Northern Star Resources rejected a takeover proposal from Gold Fields that valued its equity at around US$27.2 billion, saying it was highly opportunistic and materially undervalued the company.

The bid came as Australia's Northern Star faces mounting pressure from activist investor Elliott Investment Management for sweeping changes.

Elliott disclosed a sizeable stake in the company in June following a series of guidance downgrades that meant Northern Star hadn't been able to benefit from record gold prices. It urged the miner to explore all strategic options, including a sale.

Under the Gold Fields proposal, submitted on Sept. 14, the South African gold miner sought to acquire each Northern Star share for 0.3125 new shares of its own and 7.25 Australian dollars, equivalent to US$5.09, in cash, Northern Star said.

The bid implied a price of A$27.00 per Northern Star share based on Gold Fields' closing price on Sept. 11, valuing Northern Star's equity at A$38.7 billion. It represented a 22% premium to Northern Star's closing share price that day.

"Gold Fields has sought to acquire one of the world's premier gold portfolios at a price that falls well short of what the board considers to be its fundamental value and at a highly opportunistic time," said Chairman Michael Chaney on Monday. Northern Star shares were up 8.5% in early Sydney trading.

Northern Star has assured investors it is working to address concerns about its operational performance.

The miner recently appointed ex-Anglo American chief executive Mark Cutifani and former Orion Resource Partners managing partner Peter Rozenauers as independent nonexecutive directors, after naming the head of Glencore's nickel and zinc industrial assets, Suresh Vadnagra, as chief executive. Vadnagra is scheduled to take over the role on Oct. 5.

"The board considers Northern Star to be uniquely positioned with a portfolio of high quality, long-life gold assets in tier-1 mining jurisdictions and the near-term catalyst in commissioning and ramp-up of the Fimiston Mill," the company said.

Northern Star said the Gold Fields bid was subject to several onerous conditions and requirements, and that a deal would have exposed its shareholders to jurisdictional and operational risks given its significant equity component. Under the proposal, Northern Star shareholders would have held roughly 33% of the combined company.

"Gold Fields has asked our shareholders to take nearly three-quarters of the consideration in Gold Fields stock, which carries a meaningfully higher jurisdictional risk profile than the exposure they hold today," Chaney said.

The company said it informed Gold Fields on Friday that the board does not consider it appropriate to engage further on the proposal. Gold Fields could not immediately be reached for comment.

Write to Rhiannon Hoyle at rhiannon.hoyle@wsj.com

(END) Dow Jones Newswires

September 27, 2026 21:51 ET (01:51 GMT)