Kirkland rejects C$1.44 billion Gold Fields, Silver Standard offer

By John Tilak and Nicole Mordant

TORONTO/VANCOUVER (Reuters) - Canada's Kirkland Lake Gold Inc said on Friday it rejected a previously unreported takeover offer from South Africa's Gold Fields Ltd and Silver Standard Resources valuing the business at C$1.44 billion ($1 billion).

Reuters reported earlier on Friday that Gold Fields and Silver Standard had made three joint, unsolicited bids for Kirkland and recently sweetened their offer to about C$1.4 billion. The names of the bidders had not been previously disclosed.

Kirkland said that after advice from its legal advisers and three separate financial advisers, it concluded the proposal was "not financially superior" to its own plan to acquire Newmarket Gold Inc for about C$1 billion in stock.

"As a result Kirkland Lake Gold is precluded by the terms of the arrangement agreement with Newmarket from engaging in any discussions with Gold Fields or Silver Standard concerning the revised proposal or providing any due diligence access to them," Kirkland said in a statement.

It also "strongly recommended" shareholders vote in favor of the Newmarket deal.

However, Harry Dobson, the former chairman of Kirkland who remains a shareholder, said he would be voting against the Newmarket deal.

"It's no secret that I don't like it. I'm not happy with the deal for the same reason the market wasn't happy," Dobson said in an interview, citing a drop in Kirkland's share price since the deal was announced.

The latest offer for Kirkland Lake represented a premium of more than 50 percent of its value on Thursday. Its shares, which were trading at C$7.42 just ahead of the news, jumped as much as 8 percent to hit C$8.17 before being halted on the Toronto Stock Exchange. The stock closed at C$8.04 on Friday.

Shares of Silver Standard closed down 13.3 percent at C$12.71. Newmarket fell 1.2 percent to C$3.36.

In an Oct. 28 shareholders circular filing to discuss that merger, Kirkland said it received two bids without naming the bidders. Shareholders have a Nov. 23 deadline to vote on Kirkland's bid to buy Newmarket.

Kirkland is a midsized producer operating four gold mines and two mills in a bullion-rich belt of northeastern Ontario.

With its high-grade production and reserves located in a safe, mining-friendly jurisdiction, Kirkland Lake's appeal is bolstered by a scarcity of growth opportunities in the gold sector. It also has more than C$200 million of cash and equivalents on hand. The company was valued at about C$922 million at close of trade on Thursday.

Three sources familiar with the bidding process said it is possible new bidders may enter the fray, noting companies such as Yamana Gold Inc and Hecla Mining Co have assets in the area where Kirkland Lake operates.

Investor advisory firms ISS and Glass Lewis have recommended to shareholders of Kirkland Lake and Newmarket that they vote for the deal.

Luxor, Newmarket's third-biggest shareholder, said it also supports the deal with Kirkland.

Kirkland Lake ran a strategic review in 2014 that did not result in partnerships or acquisitions.

($1 = 1.3539 Canadian dollars)

(Additional reporting by Susan Taylor and Matt Scuffham in Toronto and Ed Stoddard in Johannesburg; Editing by Meredith Mazzilli and Matthew Lewis)