Gold Road Resources chairperson Tim Netscher has defended the company’s decision to reject an unsolicited takeover proposal from joint venture partner Gold Fields, stating that the offer significantly undervalued Gold Road and came at an opportunistic time.

Gold Fields had proposed to acquire 100% of Gold Road’s shares through a scheme of arrangement, offering A$2.27 a share in cash, plus a variable component linked to Gold Road’s stake in De Grey Mining. 

The offer was contingent on remaining confidential, with automatic withdrawal if disclosed.

Netscher said the board carefully considered the proposal, but unanimously rejected it, citing concerns over valuation and timing. In response, Gold Road put forward a counter-proposal to acquire Gold Fields’ stake in the Gruyere gold mine at the same implied valuation as the rejected offer. Gold Fields dismissed this counteroffer and refused further discussions on selling its interest.

"Gold Fields’ rejection of our counter-proposal signals that, like us, they see significant value in Gruyere beyond what was offered in their proposal," Netscher stated in a letter to shareholders.

Despite Gold Road’s willingness to continue negotiations, Netscher said Gold Fields instead chose to publicly announce the details of its rejected bid, a move he described as an attempt to create division between the board and shareholders.

"We will not let this happen. Our priority remains protecting shareholder interests and ensuring fair value is received for any potential transaction," he emphasised.

Gold Road has confirmed that it will not pursue further attempts to acquire Gold Fields’ stake in Gruyere. Netscher underscored the company’s track record of value creation, pointing to Gold Road’s rise in market capitalisation from A$200-million in 2013 to around A$2.8-billion at the time of Gold Fields’ proposal.

"We firmly believe in the long-term value of Gruyere and our exploration assets. Any future proposal to acquire control of Gold Road must reflect that value," he stated.

While Gold Road remains open to engagement with Gold Fields, Netscher reiterated that any transaction must be in the best interests of shareholders and deliver full and fair value.