Gold Fields Ltd ( GFI ) submitted a non-binding, indicative, and conditional offer to acquire 100% of Gold Road Resources Ltd ( ELKMF ) for A$3.05 per share.

The March 7 proposal, announced on Monday, included A$2.27 in fixed cash and a variable component linked to Gold Road's stake in De Grey Mining.

As of March 21, the offer valued Gold Road at approximately A$3.3 billion (~ $2.07 billion), implying an enterprise value of A$2.4 billion. It represented a 28% premium to the last closing price and up to 54% on a see-through basis.

Gold Road received the offer after market close on March 7 and rejected it after review, calling it “opportunistic” and “conditional.” On Monday, Gold Fields ( GFI ) publicly disclosed the proposal, and Gold Road reaffirmed its rejection, arguing the bid significantly undervalued the company and its strategic assets.

The timing of the offer coincided with temporary production issues due to maintenance and equipment failures, and it did not reflect the potential value of the planned underground expansion of the Gruyere mine. In response, Gold Road proposed acquiring Gold Fields' ( GFI ) 50% stake in Gruyere through a mix of cash, securities, debt, and equity, but that counterproposal was declined.

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Gold Road also criticized Gold Fields ( GFI ) for going public rather than addressing concerns privately despite the ongoing engagement. It further noted that Gold Fields ( GFI ) failed to provide advance notice of any intent to purchase shares, as required under the Gruyere Joint Venture agreement.

Gold Fields ( GFI ), meanwhile, stated it has no plans to submit a competing bid for De Grey Mining and wants Gold Road's stake voted in favor of Northern Star's proposed acquisition. The company expressed confidence in its ability to finance the deal and obtain the necessary regulatory approvals.

Price Action: GFI shares traded lower by 3% at $20.88 premarket at the last check Monday.

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