Miramar Mining stock digs Newmont takeover bid; QLT shares slip on plan to buy ForSight

By Sheri Kasprzak

New York, Oct. 9 - Newmont Mining Corp. will buy its rival, Miramar Mining Corp., in a deal valued at $1.52 billion.

A sellside trader on Tuesday said the deal was a good deal for Miramar because the stock is being purchased at a substantial premium.

Newmont has offered to pay US$6.32, or C$6.25, per share for Miramar's stock, a 22.7% premium to Miramar's $5.15 closing stock price on Monday.

"It's a win-win for both parties," said the trader reached Tuesday afternoon. "On the one hand, Newmont is coming away with a greater hold on the Canadian gold market and Miramar is getting a really fair price."

By 1 p.m. ET, shares of Newmont were up 83 cents. The stock closed the day up 2.65%, or $1.19, at $46.02 (NYSE: NEM).

At 1 p.m., Miramar's stock had jumped by 22.52%, or $1.16. The stock ended the day up 23.88%, or $1.23, at $6.38 (Amex: MNG).

The volume of Miramar shares traded Tuesday also skyrocketed with 27,242,075 shares traded compared with the average 403,489 shares.

In other merger news, QLT Inc. plans to buy ForSight Labs LLC in a $42 million transaction.

Shares of QLT slipped on the news, losing 33 cents, or 6.12%, to close at $5.06 (Nasdaq: QLTI). In after-hours trading, the stock was down another 10 cents.

More internationally, Australian financial services company Computershare Ltd. agreed to buy Restricted Stock Systems, Inc., a Princeton, N.J., company that provides insider trading software systems to brokers.

Moving to the still-struggling mortgage-lending sector, shares of Thornburg Mortgage Inc. took a hit on Tuesday after sustaining greater-than-expected third-quarter losses.

Thornburg said Tuesday it expects to lose $1.1 billion on loans totaling $22 billion for the quarter. The original estimate was $863 million sales of $20.4 billion.

The stock fell $1.17, or 8.69%, to close at $12.29 (NYSE: TMA).

In other mortgage-lending news, a trader said Tuesday that shares of Countrywide Financial Corp. were off as chief executive officer Angelo Mozilo continues his stock-selling program.

Countrywide's stock closed down 84 cents, or 4.18%, to end at $19.26 (NYSE: CFC).

The move, the trader said, is causing tension among shareholders and some funds may even be seeking Mozilo's removal.

"[Countrywide is] off today as the CEO has continued his stock-selling program again - the last thing shareholders who are trying to maintain confidence in this company and his management want to see," the trader said. "Hearing a bunch of funds are looking for his [Mozilo's] removal and the sale of the company to [Banc of America] now."

Miramar gets $6.32 per share

In Newmont's purchase of Miramar, Miramar will receive $6.32, or C$6.25, per share for its stock in a takeover bid valued at about $1.52 billion.

"We made an initial investment in Miramar in 2005 because we saw the potential strategic opportunity offered by the Hope Bay Project as part of our broader exploration and growth portfolio," said Richard O'Brien, chief executive officer of Newmont, in a statement.

"We have been impressed with the progress of the project since that time, and we believe that, as a result of its scale, the true potential of the project can best be realized with the additional expertise and resources of a global gold company like Newmont. Consistent with our strategic focus on exploration and project development, this transaction represents the next logical step for this world-class resource. This transaction further emphasizes our focus on our core gold business while providing opportunities for sustainable, lower-cost production and future reserve replacement."

Newmont, based in Denver, already owns more than 8% of Miramar.

"We believe Newmont's offer takes into account the value of the existing resources at Hope Bay along with the significant upside potential," said Tony Walsh, CEO of Miramar, in a statement.

Also, Newmont received a $1.3 billion underwritten financing commitment from JPMorgan and Citibank, in addition to $1.5 billion under its current revolving credit facility.

ForSight Labs to be acquired by QLT

In other merger news, ForSight Labs said Tuesday it will be acquired by QLT in a $42 million deal.

In the deal, QLT will receive ForSight Newco II's proprietary ocular punctual plug drug delivery system used to treat glaucoma.

"We are thrilled to be working with QLT," said Hanson S. Gifford, chairman of ForSight Labs and CEO of ForSight Newco, in a statement.

"QLT's team is powerfully positioned with the experience and focus to maximize the clinical impact of this platform drug delivery technology."

QLT will buy all of ForSight Newco's shares. ForSight Newco will also receive milestone payments and royalties on net sales of the company's products, including a one-time $5 million payment upon the start of a phase 3 clinical trial.

"This transaction represents an important milestone toward our goal of founding successful companies that provide caregivers new therapies that preserve the power of vision for patients," said Angela Macfarlane, ForSight Labs' CEO, in a news release.

ForSight Newco is a spun-off company of ForSight Labs.

Computershare to buy Restricted Stock Systems

Elsewhere in merger news, Computershare plans to buy Princeton, N.J.-based Restricted Stock Systems, Inc.

Computershare's stock lost 8 cents on Tuesday to close at A$9.66 (Australia: CPU).

Restricted Stock Systems provides insider trading software and services to brokerage firms. Australia's Computershare provides financial services to global securities companies.

The merger is set to close within the next 30 days.

"Restricted awards are becoming a greater part of compensation plans," said Steve Rothbloom, CEO of Computershare U.S., in a news release.

"And, with the greater flexibility to insiders via Rule 10b5-1(c), managing, tracking and reporting insider trading has become more complex and resource-intensive. Insider trading solutions are the next natural step for Computershare."

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