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Northern Star Resources Ltd (ASX:NST)

ALERT: Price-sensitive ASX Announcement for NST
Current share price for NST : $25.300 3.19 (14.43%)+
Announcement
Release
28 Sep 2026 8:21AM
Price at Release
$22.110
Full Release
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Summary
Northern Star Resources Ltd announced that it received on 14 September 2026 and unanimously rejected a confidential, opportunistic, unsolicited, conditional and non-binding indicative proposal from Gold Fields Limited to acquire 100% of Northern Star by scheme of arrangement. The proposal offered Northern Star shareholders default consideration of 0.3125 new Gold Fields shares, expected for Australian holders to be issued as ASX-quoted CHESS Depositary Interests, plus A$7.25 cash per share, implying A$27.00 per Northern Star share and an equity value of A$38.7 billion based on Gold Fields’ 11 September 2026 closing price, or A$25.19 per share and A$36.1 billion based on 25 September 2026 pricing. Northern Star said the board rejected the offer because it materially undervalued the company’s tier-1, long-life asset base and growth profile, contained a large equity component that would expose shareholders to higher jurisdictional and operational risks, was made opportunistically ahead of near-term value catalysts including the Fimiston Mill commissioning and ramp-up and the commencement of incoming Managing Director and CEO Suresh Vadnagra, and carried significant completion risk due to onerous conditions including hard exclusivity, confidentiality, due diligence and regulatory and Gold Fields shareholder approvals. Northern Star informed Gold Fields on 25 September 2026 that it would not engage further, while reaffirming confidence in its high-quality portfolio in tier-1 mining jurisdictions and commitment to shareholders’ best interests.
Key Points
  • Northern Star confirmed it received and rejected a confidential, unsolicited and non-binding proposal from Gold Fields Limited.
  • The proposal was received on 14 September 2026 and sought to acquire 100% of Northern Star by scheme of arrangement.
  • Default consideration was 0.3125 new Gold Fields shares plus A$7.25 cash for each Northern Star share.
  • The proposal implied A$27.00 per share and a A$38.7 billion equity value based on 11 September 2026 pricing.
  • Based on 25 September 2026 pricing, the implied value fell to A$25.19 per share and A$36.1 billion equity value.
  • Northern Star shareholders would have received about 73% of consideration in Gold Fields equity and held about 33% of the combined entity.
  • The board said the proposal materially undervalued Northern Star’s tier-1, long-life assets and growth profile.
  • The board said the equity component would expose shareholders to higher jurisdictional and operational risks.
  • Northern Star described the proposal as highly opportunistic ahead of Fimiston Mill ramp-up and the start of incoming CEO Suresh Vadnagra.
  • The proposal was subject to hard exclusivity, confidentiality, due diligence, regulatory approvals and Gold Fields shareholder approval, creating material completion risk.
  • Northern Star told Gold Fields on 25 September 2026 that it would not engage further on the proposal.
  • Chairman Michael Chaney said the offer fell well short of Northern Star’s fundamental value and was rejected unanimously by the board.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.