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Gold Fields' US$6.7-billion takeover offer for Canada's Yamana Gold hits turbulence – The Globe and Mail

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Workers at the Minera Florida mine, in the village of Alhue in central Chile, on Feb. 19, 2009.VICTOR RUIZ CABALLERO/REUTERS

Gold Fields Ltd.’s GFI-N all-share takeover offer for Canada’s Yamana Gold Inc. YRI-T has run into turbulence, with investors in the venerable South African gold major worried about the lack of obvious cost savings, the dilution in their shareholdings and the rich premium it is offering for Yamana.

On Tuesday, Johannesburg-based Gold Fields said it had reached a friendly agreement to acquire Toronto-based Yamana for US$6.7-billion. Yamana shareholders are set to receive 0.6 of a Gold Fields share for each of their Yamana shares, which equated to a premium of 42 per cent over the market price last Friday on the New York Stock Exchange.

Founded in 1887 by British statesman Cecil Rhodes, Gold Fields is one of the world’s oldest gold mining companies. As extracting gold from South Africa’s deep mines has become increasingly high cost, and amid a difficult political climate, Gold Fields has diversified outside of its home country.

Gold Fields’ US$6.7-billion takeover offer for Canada’s Yamana Gold hits turbulence

While the three-kilometres-deep South Deep gold mine in South Africa is still a core operation with decades of production ahead of it, the company’s portfolio now also includes mines in South America, Australia and West Africa.

Buying Yamana will elevate Gold Fields to the fourth-biggest global gold miner, with projected annual gold production of 3.4 million ounces.

“The rationale for the deal is consistent with other gold M&A in recent years, namely achieving scale for relevance to investors, as well as geographic diversification,” Fahad Tariq, an analyst with Credit Suisse, wrote in a note to clients.

Over the past few years, investors have rewarded acquirers for doing low or no-premium deals, such as Barrick Gold Corp.’s 2019 nil premium purchase of Randgold Resources Ltd., while they have punished those that dared to pay big premiums.

Last year, Fortuna Silver Mines Inc., which proposed a 40-per-cent premium takeover of Roxgold Inc. lost a fifth of its value on the day the deal was announced. Similarly, investors in Gold Fields took flight on Tuesday, driving its share price down 23.4 per cent in trading on the NYSE.

Josh Wolfson, director of global mining research at RBC Capital Markets, wrote in a note that the deal may make Gold Fields a “more relevant” gold investment over the long term. But given the sizable premium it is offering for Yamana, and the material dilution of Gold Fields’ own shares the deal entails, the shorter-term picture isn’t pretty.

“The motivation and merits of a transaction of this scale to Gold Fields in our view is not immediately justified,” he wrote.

Chris Griffith, chief executive officer of Gold Fields, said one of the main reasons for buying Yamana is that the miner’s production will grow over the long term, as opposed to falling after 2024 because of depletion.

“We’re thinking about the strategy of the company,” Mr. Griffith said in a conference call with analysts, “making sure that whatever we do is enhancing the pipeline.”

Yamana Gold was founded by former investment banker Peter Marrone in 2003. The miner produced 885,000 ounces of gold and 9.2 million ounces of silver last year. Its most valuable asset is its 50-per-cent stake in the massive Malartic mine in Quebec, which it co-owns with Agnico Eagle Mines Ltd. Yamana also owns smaller gold mines in Brazil, Chile and Argentina.

Before the deal was announced, Yamana shares had risen by 27 per cent this year, but were trading about 65 per cent below their all-time high, reached in 2012. The sizable discount had irked the company.

“The market is not reflecting our inherent fair value,” Mr. Marrone, executive chairman of Yamana, said in a conference call with analysts, as one justification for agreeing to sell the company.

Mr. Marrone added that Yamana will benefit from Gold Fields’ deep underground mining experience, and owing to the acquirer’s bigger size, the combined company should be in a better position to finance new mines.

He is also set to potentially receive a massive severance payout as part of the acquisition by Gold Fields. Yamana estimated in a regulatory filing earlier this year Mr. Marrone would receive cash severance of US$13.35-million if Yamana was acquired and he subsequently lost his job.

In such circumstances, Mr. Marrone would receive early access to long-term stock awards as well. Based on his current share ownership as disclosed in regulatory filings, those would be valued at $31.1-million at $6.80 a TSX-listed share, bringing his total exit package to just under $48-million.

Mr. Marrone has been criticized in the past for excessive compensation. In 2015, he lost a say-on-pay vote by Yamana shareholders. In 2019, proxy advisory service Glass Lewis gave Yamana a grade of F for compensation, and wrote the company had “a history of misaligning pay and performance.”

Mr. Marrone declined an interview request from The Globe and Mail.

Yamana shares closed at $6.80 on the Toronto Stock Exchange.

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Telus prioritizing ‘most important customers,’ avoiding ‘unprofitable’ offers: CFO

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Telus Corp. says it is avoiding offering “unprofitable” discounts as fierce competition in the Canadian telecommunications sector shows no sign of slowing down.

The company said Friday it had fewer net new customers during its third quarter compared with the same time last year, as it copes with increasingly “aggressive marketing and promotional pricing” that is prompting more customers to switch providers.

Telus said it added 347,000 net new customers, down around 14.5 per cent compared with last year. The figure includes 130,000 mobile phone subscribers and 34,000 internet customers, down 30,000 and 3,000, respectively, year-over-year.

The company reported its mobile phone churn rate — a metric measuring subscribers who cancelled their services — was 1.09 per cent in the third quarter, up from 1.03 per cent in the third quarter of 2023. That included a postpaid mobile phone churn rate of 0.90 per cent in its latest quarter.

Telus said its focus is on customer retention through its “industry-leading service and network quality, along with successful promotions and bundled offerings.”

“The customers we have are the most important customers we can get,” said chief financial officer Doug French in an interview.

“We’ve, again, just continued to focus on what matters most to our customers, from a product and customer service perspective, while not loading unprofitable customers.”

Meanwhile, Telus reported its net income attributable to common shares more than doubled during its third quarter.

The telecommunications company said it earned $280 million, up 105.9 per cent from the same three-month period in 2023. Earnings per diluted share for the quarter ended Sept. 30 was 19 cents compared with nine cents a year earlier.

It reported adjusted net income was $413 million, up 10.7 per cent year-over-year from $373 million in the same quarter last year. Operating revenue and other income for the quarter was $5.1 billion, up 1.8 per cent from the previous year.

Mobile phone average revenue per user was $58.85 in the third quarter, a decrease of $2.09 or 3.4 per cent from a year ago. Telus said the drop was attributable to customers signing up for base rate plans with lower prices, along with a decline in overage and roaming revenues.

It said customers are increasingly adopting unlimited data and Canada-U.S. plans which provide higher and more stable ARPU on a monthly basis.

“In a tough operating environment and relative to peers, we view Q3 results that were in line to slightly better than forecast as the best of the bunch,” said RBC analyst Drew McReynolds in a note.

Scotiabank analyst Maher Yaghi added that “the telecom industry in Canada remains very challenging for all players, however, Telus has been able to face these pressures” and still deliver growth.

The Big 3 telecom providers — which also include Rogers Communications Inc. and BCE Inc. — have frequently stressed that the market has grown more competitive in recent years, especially after the closing of Quebecor Inc.’s purchase of Freedom Mobile in April 2023.

Hailed as a fourth national carrier, Quebecor has invested in enhancements to Freedom’s network while offering more affordable plans as part of a set of commitments it was mandated by Ottawa to agree to.

The cost of telephone services in September was down eight per cent compared with a year earlier, according to Statistics Canada’s most recent inflation report last month.

“I think competition has been and continues to be, I’d say, quite intense in Canada, and we’ve obviously had to just manage our business the way we see fit,” said French.

Asked how long that environment could last, he said that’s out of Telus’ hands.

“What I can control, though, is how we go to market and how we lead with our products,” he said.

“I think the conditions within the market will have to adjust accordingly over time. We’ve continued to focus on digitization, continued to bring our cost structure down to compete, irrespective of the price and the current market conditions.”

Still, Canada’s telecom regulator continues to warn providers about customers facing more charges on their cellphone and internet bills.

On Tuesday, CRTC vice-president of consumer, analytics and strategy Scott Hutton called on providers to ensure they clearly inform their customers of charges such as early cancellation fees.

That followed statements from the regulator in recent weeks cautioning against rising international roaming fees and “surprise” price increases being found on their bills.

Hutton said the CRTC plans to launch public consultations in the coming weeks that will focus “on ensuring that information is clear and consistent, making it easier to compare offers and switch services or providers.”

“The CRTC is concerned with recent trends, which suggest that Canadians may not be benefiting from the full protections of our codes,” he said.

“We will continue to monitor developments and will take further action if our codes are not being followed.”

French said any initiative to boost transparency is a step in the right direction.

“I can’t say we are perfect across the board, but what I can say is we are absolutely taking it under consideration and trying to be the best at communicating with our customers,” he said.

“I think everyone looking in the mirror would say there’s room for improvement.”

This report by The Canadian Press was first published Nov. 8, 2024.

Companies in this story: (TSX:T)

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TC Energy cuts cost estimate for Southeast Gateway pipeline project in Mexico

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CALGARY – TC Energy Corp. has lowered the estimated cost of its Southeast Gateway pipeline project in Mexico.

It says it now expects the project to cost between US$3.9 billion and US$4.1 billion compared with its original estimate of US$4.5 billion.

The change came as the company reported a third-quarter profit attributable to common shareholders of C$1.46 billion or $1.40 per share compared with a loss of C$197 million or 19 cents per share in the same quarter last year.

Revenue for the quarter ended Sept. 30 totalled C$4.08 billion, up from C$3.94 billion in the third quarter of 2023.

TC Energy says its comparable earnings for its latest quarter amounted to C$1.03 per share compared with C$1.00 per share a year earlier.

The average analyst estimate had been for a profit of 95 cents per share, according to LSEG Data & Analytics.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:TRP)

The Canadian Press. All rights reserved.

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BCE reports Q3 loss on asset impairment charge, cuts revenue guidance

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BCE Inc. reported a loss in its latest quarter as it recorded $2.11 billion in asset impairment charges, mainly related to Bell Media’s TV and radio properties.

The company says its net loss attributable to common shareholders amounted to $1.24 billion or $1.36 per share for the quarter ended Sept. 30 compared with a profit of $640 million or 70 cents per share a year earlier.

On an adjusted basis, BCE says it earned 75 cents per share in its latest quarter compared with an adjusted profit of 81 cents per share in the same quarter last year.

“Bell’s results for the third quarter demonstrate that we are disciplined in our pursuit of profitable growth in an intensely competitive environment,” BCE chief executive Mirko Bibic said in a statement.

“Our focus this quarter, and throughout 2024, has been to attract higher-margin subscribers and reduce costs to help offset short-term revenue impacts from sustained competitive pricing pressures, slow economic growth and a media advertising market that is in transition.”

Operating revenue for the quarter totalled $5.97 billion, down from $6.08 billion in its third quarter of 2023.

BCE also said it now expects its revenue for 2024 to fall about 1.5 per cent compared with earlier guidance for an increase of zero to four per cent.

The company says the change comes as it faces lower-than-anticipated wireless product revenue and sustained pressure on wireless prices.

BCE added 33,111 net postpaid mobile phone subscribers, down 76.8 per cent from the same period last year, which was the company’s second-best performance on the metric since 2010.

It says the drop was driven by higher customer churn — a measure of subscribers who cancelled their service — amid greater competitive activity and promotional offer intensity. BCE’s monthly churn rate for the category was 1.28 per cent, up from 1.1 per cent during its previous third quarter.

The company also saw 11.6 per cent fewer gross subscriber activations “due to more targeted promotional offers and mobile device discounting compared to last year.”

Bell’s wireless mobile phone average revenue per user was $58.26, down 3.4 per cent from $60.28 in the third quarter of the prior year.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:BCE)

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