South Africa-headquartered Gold Fields has cleared the last major conditions in its A$3.3-billion takeover of Australia's Gold Road Resources, after shareholders voted in favour of the deal and the Supreme Court of Western Australia approved the scheme of arrangement.

The transaction, which makes Gruyere Holdings – a wholly owned subsidiary of Gold Fields – the 100% owner of Gold Road, became legally effective on Friday following the court orders being lodged with the Australian Securities and Investments Commission. Gold Road shares will be suspended from trading at the close of Friday's session.

Under the scheme, Gold Road investors will receive A$3.06423 a share, made up of a fixed cash payment of A$2.52 and a variable component tied to the value of the company’s stake in Northern Star Resources. That variable portion has been finalised at A$0.98117 a share, based on the five-day volume-weighted average price of Northern Star shares to September 25.

The fixed cash element has been reduced by a fully franked special dividend of 43.694c a share, which will be paid to Gold Road shareholders on October 7. The takeover consideration will be distributed on October 14.

The deal values Gold Road’s equity at A$3.3-billion, excluding the special dividend, and implies an enterprise value of about A$2.6-billion.

Gold Fields has also struck a A$1.1-billion forward sale agreement with JP Morgan Securities, offloading the Northern Star shares it is acquiring as part of the transaction. The proceeds will go toward repaying a portion of the acquisition bridge facility used to fund the Gold Road buyout.

Gold Fields CEO Mike Fraser said the company was pleased to have secured the key approvals. “We welcome the achievement of these key milestones in Gold Fields’ acquisition of Gold Road,” he said.

“This acquisition is a strategically logical, low-risk opportunity to further improve the quality of our portfolio through consolidation of a high-quality asset that we already operate. We appreciate the partnership we have had with Gold Road and look forward to further developing the potential of the Gruyere gold mine and Gold Road’s exploration packages to the benefit of Gold Fields’ shareholders.”