Triple Flag to buy Orogen in C$421 million deal

Published 22/04/2025, 12:08
Triple Flag to buy Orogen in C$421 million deal

TORONTO & VANCOUVER, British Columbia - Triple Flag Precious Metals Corp. (TSX: TFPM, NYSE: TFPM) and Orogen Royalties Inc. (TSX.V: OGN, OTCQX: OGNRF) announced on Monday a definitive agreement for Triple Flag to acquire all issued and outstanding common shares of Orogen. The transaction, valued at approximately C$421 million or C$2.00 per share, will be executed through a plan of arrangement.

The consideration for the acquisition includes roughly C$171.5 million in cash, an equivalent value in Triple Flag shares, and shares in a new company, Orogen Spinco, valued at approximately C$78 million. Orogen Spinco, to be led by Orogen’s CEO Paddy Nicol, will hold Orogen’s mineral interests excluding the 1.0% Expanded Silicon NSR royalty. Triple Flag has committed to a C$10 million investment for an approximate 11% stake in Orogen Spinco upon its public debut.

Sheldon Vanderkooy, CEO of Triple Flag, expressed enthusiasm for the acquisition of the 1.0% NSR royalty on the Expanded Silicon project, citing the asset’s location in Nevada, a top gold mining jurisdiction, and its operated by AngloGold Ashanti plc. Vanderkooy highlighted the potential for growth and value creation through future exploration and development, at no further cost to Triple Flag.

Paddy Nicol, President and CEO of Orogen, regarded the announcement as a validation of the value created for shareholders through the Expanded Silicon royalty. Nicol emphasized the potential for long-term growth and the strategic partnership with Triple Flag.

The agreement allows Orogen shareholders to elect to receive either C$1.63 in cash or 0.05355 of a Triple Flag share per Orogen share, plus 0.25 shares in Orogen Spinco. The total consideration represents a premium of 38% based on the closing share prices of both companies on the Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSX.V) as of April 17, 2025.

The transaction, which will result in Orogen shareholders owning about 3% of Triple Flag, is expected to close in the third quarter of 2025, subject to regulatory and court approvals, with Orogen shares anticipated to be delisted from the TSX.V.

This strategic move provides Triple Flag with a life-of-mine royalty on a significant gold asset and enhances its growth outlook. Orogen shareholders will benefit from crystallized value and continued exposure through Orogen Spinco to a portfolio of assets and the same management team. InvestingPro analysis reveals additional insights about Orogen’s financial health, with an overall score of "GOOD" and several promising ProTips available to subscribers. For comprehensive analysis of over 1,400 US stocks, including detailed Pro Research Reports and expert insights, investors can access the full suite of tools on InvestingPro.

The information in this article is based on a press release statement.

In other recent news, Organon & Co. reported stable revenue figures for the fourth quarter of 2024, aligning with market forecasts. The company recorded a full-year revenue of $6.4 billion, marking a 3% growth at constant currency. However, earnings per share (EPS) slightly missed expectations at $0.90, compared to the forecast of $0.91. For 2025, Organon has projected revenue between $6.125 billion and $6.325 billion, noting potential foreign exchange headwinds impacting $200 million. In analyst updates, Goldman Sachs reduced its price target for Organon from $20 to $19, maintaining a Neutral rating, following the company’s financial guidance for 2025 that fell below consensus expectations. Additionally, Moody’s affirmed Organon’s Ba2 Corporate Family Rating but revised the outlook to negative, citing high leverage and limited near-term earnings growth prospects. Organon also announced the expansion of its Board of Directors with the appointment of Ramona A. Sequeira, effective July 2025, aiming to strengthen its leadership in commercial strategy.

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