If the deal gets Newcrest shareholders' approval and other regulatory approvals, it would lift Newmont's gold output to nearly double its nearest rival, Barrick Gold Corp, further solidifying Newmont's position as the world's biggest gold producer.
Under the deal, Newcrest shareholders would receive 0.400 Newmont share for each share held, with an implied value of A$29.27 a share, higher than a previous exchange ratio of 0.380 that Newcrest's board rejected in February.
Newcrest shares closed on Friday at A$28.25 and the offer is a 30.4% premium to the stock's price in February before the Newmont bid became public.
Newmont is also offering a franked special dividend of up to $1.10 per share on the implementation of the deal.
The merger is set to be the third-largest deal ever involving an Australian company and the third-largest globally in 2023, according to data from Refinitiv and Reuters calculations.
"This transaction will combine two of the world's leading gold producers, bringing forward significant value to Newcrest shareholders through the recognition of our outstanding growth pipeline," said Newcrest Chairman Peter Tomsett.
Newcrest shareholders will be able to choose to receive New York Stock Exchange-listed Newmont shares or Australian listed CHESS Depository Instruments (CDIs) as payment.
Newcrest said it recommended its shareholders vote in favour of the deal at a meeting expected to be held in September or October.
The deal requires Australia's Foreign Investment Review Board (FIRB) sign off as well as Newcrest and Newmont shareholders to vote in support the transaction among other regulatory approvals.
($1 = 1.4743 Australian dollars)
(Reporting by Scott Murdoch in Sydney and Himanshi Akhand in Bengaluru; Editing by Chris Reese, Lisa Shumaker and Cynthia Osterman)
By Scott Murdoch and Himanshi Akhand
