Incoming Barrick Gold executive chairman John Thornton became a lightning rod for unhappy Barrick investors when it was revealed he had received $17-billion in compensation.Tim Fraser
Barrick Gold Corp. co-chairman John Thornton has laid out a vision for creating a diversified miner – a vision that is going to be more difficult to realize after a nasty end to talks in his first major transaction.
Mr. Thornton has stated he wants Barrick to be a leader "in a range of minerals." To do that, he is going to have to be a buyer, adding companies that produce other metals to complement Barrick's output of gold and copper. So it's all the more problematic that would-be merger partner Newmont Mining Corp. singled out Mr. Thornton as a particular obstacle to getting a deal done. Even if it's not true (and it's hard to know what is fact in any such situation), the statement is out there now and will be attached to Mr. Thornton's name.
Negotiations break down all the time, between all types of companies. But rarely do supposedly secret talks spill into the public sphere quite so comprehensively as they have in the past week, as seemingly every detail of the talks between Barrick and Newmont landed in the press. Since the first reports that merger talks between the two had hit a snag, the premium, the timing, the consideration, the executive structure and other key terms all made their way to the press even though neither side ever publicly confirmed the negotiations.
That changed Monday, when Barrick said there had been talks but they ended because Newmont pulled out. After that, the companies traded accusatory press releases like Frazier and Ali traded punches. Nobody comes out unhurt in such a flurry, but Barrick has more to lose.
Newmont has never been a terribly busy company when it comes to mergers and acquisitions, unlike Barrick, which has grown by takeovers, for good or ill. And Mr. Thornton, with his investment banking background at Goldman Sachs Group Inc., had been viewed as a deal maker who could transform Barrick after taking over from founder Peter Munk as sole executive chairman at the company's annual meeting this week.
Imagine how Mr. Thornton's calls to potential merger partners will now be received.
Newmont went so far as to release the letter it sent to the Barrick board Friday, in which it said that while Barrick's management was "constructive and professional, the same constructive nature cannot be said of discussions with your co-chairman." Newmont also said that Mr. Thornton twice unilaterally declared discussions "dead," which "made us question whether we actually shared the vision and values that are necessary to forge a successful new company." And finally, Newmont made a sly allusion to the leakiness of the talks, noting the "the continuing reporting of the transaction in the financial press."
Barrick, of course, took issue with all of this, saying in its own press release that Newmont reneged on key terms that had been agreed on. Newmont disagreed with that too, in its second release of the day. Meantime, sources told The Globe and Mail's mining reporter, Rachelle Younglai, that one of the issues is that Newmont wanted to strip Mr. Thornton of the executive chairman title, making him a simple chairman with less power.
Amid all this, just to remind shareholders of the other issue hanging over Mr. Thornton, came notice from Canada Pension Plan Investment Board, one of Canada's most influential investors, that it will oppose Barrick's pay practices, which have drawn attention because of the big bonus paid to Mr. Thornton.
To reiterate: Who knows exactly what is true? But this seems plain: Barrick has replaced polarizing founder and chairman Peter Munk with an equally polarizing personality in Mr. Thornton.
In fact, on first reading of the Newmont letter my assumption (and others' too) was that the barbs were intended for Mr. Munk. It was Mr. Munk, after all, who publicly criticized Newmont last week as unfriendly to shareholders, which clearly infuriated Newmont. But no, Newmont was in fact referring to Mr. Thornton when it talked about the lack of constructive talks. And unlike Mr. Munk, who retires on Wednesday, Mr. Thornton is not going anywhere.
That's a gift for columnists. It's less so for Barrick shareholders who were counting on Mr. Thornton to follow through on his pledge to make over Barrick.