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Barrick Gold’s chief executive has denied giving “untrue evidence” and “nonsense” testimony in court over dealmaker Ian Hannam’s claim that he is owed millions of dollars for engineering its $6bn merger with Randgold.
Mark Bristow was giving evidence in a case brought by Hannam, who is claiming that his advisory company is owed up to $18mn in unpaid fees for arranging the merger in 2018, which created what was then the world’s biggest mining company.
Coming a day after John Thornton, at the time Barrick’s executive chair, told the court he had “never” planned to appoint Hannam, Bristow also played down the importance of any role that Hannam and his firm, H&P Partners, had in the transaction. Bristow was Randgold’s chief executive before the deal, and took the same role in the new, merged entity.
The case has shone a rare public light on the behind-the-scenes wrangling in a high-stakes merger and the often fractious negotiations over payments to advisers for brokering such transactions.
Appearing in the High Court in London by video link, Bristow insisted that Hannam was not formally involved in the transaction, and said he was shocked to receive an “outrageous” $18mn invoice from H&P in September 2018.
However, Matthew Hardwick KC, acting for Hannam, repeatedly challenged Bristow, particularly on his account of a meeting in April 2018 in the exclusive ski resort of Jackson Hole, Wyoming.
Thornton and Michael Klein, an adviser to Thornton, were also present at the gathering, which Hannam’s side has presented as being a key step towards agreeing the merger, which was announced in September 2018.
Bristow denied Hannam’s claim that he was key to engineering the deal or that he was in Jackson Hole as an adviser to Randgold. Hannam, Bristow said, had been pitching for the work and was there to go skiing.
“I can’t recall all the details. But I know he’s an off-piste skier. I do believe that he went on a walk — he did something after he left the period of working with me in Jackson Hole.”
However, Hardwick countered that this explanation was “nonsense” and “untrue evidence”, and the trip was in fact arranged for Hannam and an adviser to work on drawing up plans for a merger.
Hannam said in his evidence that he had told Bristow in Jackson Hole that his firm should be paid at least $10mn for its work on the deal, and receive at least the same fee as Klein. Bristow said he did not recall such a conversation.
“I believe I would have remembered it if he had made a big issue of that,” Bristow told the court.
Hardwick presented Bristow throughout the day with evidence of work H&P conducted for Randgold.
However, Bristow dismissed the effort as typical of an investment banker seeking to win work. He also insisted that he had himself been pursuing a merger with Barrick ever since holding a meeting with Thornton in 2015.
Asked about the voluminous work H&P had done, Bristow said: “I should remind you that investment bankers — this is what they do for a living. Of course I was interested in pursuing a transaction. I had already met Mr Thornton and made that proposal.”
Bristow’s evidence will continue on Wednesday.
