Gold Road Resources Limited (ASX: GOR) has announced that it has received Foreign Investment Review Board (FIRB) approval for its proposed acquisition by Gruyere Holdings Pty Limited, a wholly owned subsidiary of Gold Fields Limited (JSE: GFI). This transaction, valued at approximately $3.7 billion, was initially revealed in a Scheme Implementation Deed to the ASX on 5 May 2025.
Gold Road has been notified that the Commonwealth Government has no objections to Gold Fields acquiring all of its issued share capital, thereby satisfying the FIRB approval condition necessary for the scheme to proceed.
The acquisition remains contingent on an independent expert’s assessment concluding that the scheme is in the best interests of Gold Road’s shareholders, as well as obtaining shareholder approval, court approval, and meeting other customary conditions outlined in the implementation deed.
Gold Road’s Board of Directors continues to unanimously recommend that shareholders vote in favour of the scheme, provided no superior proposal arises. Each board member intends to vote in favour of the acquisition for shares they control.
The deal will enable Gold Fields to consolidate full ownership of the Gruyere gold mine, a joint venture initially developed with Gold Road. Gruyere, located in Western Australia’s north-eastern Goldfields, is projected to produce between 325,000 and 355,000 ounces of gold in 2025.
Shareholders of Gold Road will receive a fixed cash consideration of $2.52 per share, plus a variable cash component based on the value of Gold Road’s 17.3 per cent stake in De Grey Mining, which is being acquired by Northern Star Resources.
The total cash consideration is expected to be approximately $3.40 per share, representing a 43 per cent premium over Gold Road’s closing share price on 21 March 2025.
Should the scheme be approved, Gold Road plans to declare a fully franked special dividend, estimated at around $0.353 per share, depending on its franking account balance.
Gold Fields has stated that this offer is its “best and final” and will not be increased unless a superior proposal arises. Support for the acquisition is strong, with shareholders representing 7.5 per cent of Gold Road’s shares already committing to vote in favour.
The transaction is subject to customary conditions, including a shareholder meeting expected in September 2025, with completion anticipated shortly after. If successful, this acquisition will mark the third major takeover in the ASX 200 gold sector this year, reflecting ongoing consolidation amid soaring gold prices.