With a critical shareholder vote scheduled for January 27, Coeur Mining’s proposed $7 billion merger with New Gold Inc. has encountered a significant hurdle. The company has been compelled to file additional disclosures with the SEC following lawsuits from shareholders, casting uncertainty over the completion of the major deal.
Shareholder Lawsuits Prompt Supplemental SEC Filings
In a move to contain potential damage, Coeur Mining submitted supplementary proxy materials to the U.S. Securities and Exchange Commission on January 16. This action was a direct response to two lawsuits filed in New York at the beginning of January. The plaintiffs allege that the initial information provided to investors regarding the transaction was materially incomplete and misleading, specifically concerning the valuation analyses conducted by financial advisors BMO Capital Markets and RBC Capital Markets.
While Coeur has dismissed the claims as without merit, it opted to voluntarily provide more detailed data. This strategy appears aimed at preventing any delays to the scheduled shareholder meeting. The new filings offer enhanced clarity on the valuation methodologies, including the specific multiples, peer companies, and financial metrics utilized by the advisors.
Strategic Rationale and Deal Structure Under Scrutiny
Announced in November 2025, the all-stock transaction would see New Gold shareholders receive 0.4959 Coeur shares for each share they own. Upon completion, existing Coeur equity holders would own approximately 62% of the combined entity, with New Gold investors holding the remaining 38%.
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The timing of the legal challenges is notable, coming just one week after influential proxy advisory firm Institutional Shareholder Services (ISS) recommended that New Gold investors vote in favor of the merger. ISS endorsed the transaction as strategically sound, citing anticipated synergies, a stronger balance sheet, and improved liquidity for the combined company. Furthermore, rating agency Moody’s has placed both companies under review for potential upgrades, signaling confidence in the deal’s financial benefits.
Vote Proceeds Amidst Uncertainty
Coeur Mining’s shareholders are set to vote on January 27 on the proposal to issue new shares necessary to finalize the acquisition of New Gold. The recently published supplemental information is intended to ensure the vote proceeds as planned, without interruption from the ongoing litigation.
Looking ahead, the release of Coeur’s full-year 2025 financial results on February 18 will provide a clearer picture of the company’s financial position as it seeks to conclude this transformative merger.
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