Barrick Gold Corporation (TSX:ABX) reached agreement to acquire Randgold Resources Limited (LSE:RRS) for $6.2 billion on September 24, 2018. Under the terms of the agreement, each shareholder of Randgold will receive 6.128 new shares of Barrick. Following completion of the transaction, Barrick’s shareholders will own approximately 66.6% and Randgold shareholders will own approximately 33.4% of the new Barrick group on a fully diluted basis. The new Barrick group will operate under the branding of the Barrick group. Upon completion of the transaction, Randgold shares will be suspended and it is further intended that an application will be made to the UK listing authority for the cancellation of the listing of the shares of Randgold. In case of termination, Barrick Gold has agreed to pay to Randgold a break fee in the amount of $300 million in certain circumstances. Following completion of the transaction, John L. Thornton, Executive Chairman of Barrick, will become Executive Chairman of the new Barrick group, Mark Bristow, Chief Executive Officer of Randgold, will become President and Chief Executive Officer of the new Barrick group, Graham Shuttleworth, Finance Director and Chief Financial Officer of Randgold, will become Senior Executive Vice President and Chief Financial Officer of the new Barrick group and Kevin Thomson, Senior Executive Vice President, Strategic Matters of Barrick, will become Senior Executive Vice President, Strategic Matters of the new Barrick group. Two-thirds of the Directors of the Board of the new Barrick group will be initially appointed by Barrick and one-third will be initially appointed by Randgold. Following completion of the transaction, the operational management structure will be conducted through three regional teams, covering North America, South America and Africa & Middle East respectively. The North America and South America teams will be drawn primarily from the existing Barrick workforce. The transaction is subject to among other things, the requisite approvals of Randgold’s shareholders at a meeting on November 5, 2018, the requisite approval of Barrick’s shareholders at special meeting on November 5, 2018, relevant regulatory clearances being received and other conditions satisfied, the Jersey Court sanctioning the transaction, the transaction becoming effective, no later than the longstop date and all notifications to and filings with, third parties which are necessary or are reasonably considered appropriate or desirable by Barrick and Randgold having been made and confirmation having been received by Barrick from the New York Stock Exchange that the new shares of Barrick have been conditionally accepted for listing. The transaction is also conditional on receiving competition clearance from the relevant authorities in South Africa. The transaction has been approved by the Board of Directors of Barrick. Randgold’s Board of Directors has unanimously approved the merger and unanimously recommend that Randgold shareholders vote in favor of the scheme at the Jersey Court Meeting and the special resolution at the Extraordinary General Meeting. As of October 19, 2018, Institutional Shareholder Services Inc. recommended shareholders of Barrick and Randgold Resources to vote in favor of transaction. As of October 23, 2018, Glass Lewis, a leading independent proxy advisory firm, has recommended that shareholders of Barrick and Randgold vote in favor in relation to the proposed merger. South African Competition Tribunal unconditionally approved the deal on November 1, 2018. The Jersey Court meeting and extraordinary general meeting have been adjourned to November 7, 2018. As of November 5, 2018, the transaction was approved by the shareholders of Barrick Gold. As of November 7, 2018, shareholders of Randgold approved the transaction at Jersey Court meeting and extraordinary general meeting. As of December 17, 2018, the transaction is sanctioned by Royal Court of Jersey. Consequently, all closing conditions have now been satisfied. An application has been made for the suspension of trading in Randgold shares on the London Stock Exchange's main market for listed securities and the listing of Randgold Shares on the premium listing segment of the UK Listing Authority's Official List. An application has also been made for the suspension of trading in Randgold ADSs on NASDAQ. The suspension is expected to take place on December 31, 2018. The transaction is expected to complete by first quarter of 2019. Latest date by which scheme must be implemented is February 28, 2019. As of November 5, 2018, the transaction is expected to be completed on January 1, 2019. Michael Klein, David Friedman, Peter Seibold and Cyrus Hiramanek of M. Klein and Company, LLC and Colm Donlon, Richard Tory and Jan Lennertz of Morgan Stanley acted as financial advisors and fairness opinion providers while Melanie Shishler, Robin Upshall, Richard Fridman, Steve Cutler, Andrew Mihalik, Jessica Bullock, Chris Anderson, Geoffrey Turner, John Bodrug, Jim Dinning and Jean Teboul of Davies Ward Phillips & Vineberg LLP, Piers Prichard Jones, Stephen Hewes and Nick Jones of Freshfields Bruckhaus Deringer LLP, Richard Hall, Andrew M. Wark, Nikita Patel, Andrew J. Pitts, Stephen L. Gordon and Andrew L. Mandelbaum of Cravath, Swaine & Moore LLP and Carey Olsen acted as legal advisors to Barrick. Neil Johnson and Oliver Ward of CIBC and Andrew Tusa, Paul Knight and Nishant Amin of Barclays acted as financial advisors, Jon Perry of Norton Rose Fulbright LLP while a team led by Steven Suzzan and including Nick Adams, Manny Rivera, Leslie Hung, Bob Comer, Michael Flamenbaum, Sheldon Elefant, Kevin Harnisch, Felice Galant and Steve McNabb of Norton Rose Fulbright US LLP, Jay Kellerman, Amanda Linett, Daniel Borlack, Steven Bennett, Precia Darshan, John Lorito and Lindsay Gwyer of Stikeman Elliott LLP and Raulin Amy, Alexander Curry, Nick Williams and James Angus of Ogier acted as legal advisors to Randgold. Citibank, N.A. acted as depository and Computershare Investor Services (Jersey) Limited acted as registrar for Randgold. Borden Ladner Gervais LLP acted as legal advisor to Morgan Stanley and M. Klein & Co. Laurel Hill Advisory Group acted as proxy solicitation agent with fees of approximately CAD 0.1 million ($0.08 million), AST Trust Company (Canada) acted as transfer agent for Barrick Gold Corporation. Barrick Gold Corporation (TSX:ABX) completed the acquisition of Randgold Resources Limited (LSE:RRS) on January 1, 2019.