Lihir chairman Dr Ross Garnaut said during his prepared speech at the AGM that the company's directors were unanimously of the view that it was a good deal for Lihir shareholders.

"The merger will create a $A25 billion company, the leading gold producer in the Asia-Pacific region, one of the top few in the world, with a standout portfolio of long-life, high-margin, tier one gold assets," he said.

Yesterday, the gold miners announced they had entered into a merger implementation agreement under which Newcrest would purchase all of Lihir's shares under a scheme of arrangement.

Newcrest is now offering one Newcrest share for every 8.43 Lihir shares plus cash of 22.5c per Lihir share, less any interim dividend declared or paid by Lihir for the 2010 half-year.

Based on Newcrest's closing price yesterday of $32.06, Lihir is valued at $4.03 per share or $9.5 billion for the company, which equates to a 6.4% increase on Newcrest's previous offer.

Last month, the Lihir board rejected Newcrest's offer valued at $3.87 per Lihir share (one Newcrest share for every nine Lihir shares), saying it significantly undervalued the gold producer.

Garnaut said the tie-up would bring together a complementary portfolio of operating and development projects, with Newcrest's assets in Papua New Guinea and in Queensland sitting well with Lihir's projects.

"We always recognised the logic of the combination," he said.

"As an independent company we had made great progress in recent times, transforming the company financially, operationally and strategically.

"However, through joining with Newcrest, we can immediately deliver certain strong returns to our shareholders while simultaneously achieving many of our strategic goals."

Garnaut also said that after rejecting Newcrest's previous offer in April, Lihir had engaged Macquarie Bank to test the market for alternative bidders.

"That exercise provided encouraging results and is continuing," he said.

"Having begun that process, it should run its course and we have agreed that approach with Newcrest. As a result, all shareholders can be satisfied they have achieved the best possible outcome."

Lihir will be able to continue existing third-party discussions over potential competing takeover bids until June 8, the date that Newcrest is expected to wrap up its due diligence of Lihir.

Shares in Lihir have dipped 7c to $3.72 in morning trade.