SYDNEY - Newmont's A$29.4-billion offer for Australia's Newcrest Mining faces hurdles including winning approvals from shareholders and regulators, and the full backing of the target's board, analysts said on Wednesday.

US-based Newmont sweetened on Tuesday an earlier offer, dangling 0.400 of its shares for each Newcrest share held, in what it called its "best and final" offer. It also offered a franked special dividend of up to $1.10 per share and said it needs unanimous board support for the offer to proceed.

Newcrest's board, which in February unanimously rejected Newmont's previous offer of 0.380 shares for each of the Australian company's shares, has opened its books to Newmont for due diligence but has not given its recommendation to shareholders on the offer.

"Importantly, board recommendation and (an) independent expert report still remain key hurdles," Morgan Stanley analyst Rahul Anand wrote in a report to clients on Wednesday.

If the deal is successful it would be the third-largest deal ever involving an Australian company and the third-largest globally in 2023, according to data from Refinitiv and Reuters calculations.

Barclays analysts said there were still 'several hurdles before a deal' which included receiving regulatory sign off and approval from Newcrest and Newmont investors.

The gap between Newcrest's share price and the implied offer price converged overnight, when Newmont shares resumed trade from a long weekend by falling 2.3%. That brought down the implied offer price for Newcrest to A$29.99.

Newcrest traded at A$29.83 in early afternoon trade on Wednesday.

Macquarie analysts upgraded their Newcrest share price target by 18% to A$33 on the back of the sweetened Newmont offer.

Newmont declared its new bid "best and final" unless a higher rival bid emerges, which means under Australian corporate law its current offer cannot be improved. No. 2 gold producer Barrick Gold Corp has already ruled out a counter bid.

If the deal proceeds, Newmont also plans to list CHESS Depository Interests (CDIs) on the Australian Securities Exchange (ASX) which would allow trading in the merged company.

Jefferies said in a report Australian shareholders of Newcrest "will view a holding in MergeCo as a positive outcome from the deal as it provides access to a larger, more diversified asset base."

Block Inc and Unibail-Rodamco-Westfield have CDIs listed in Australia after taking over Afterpay and Westfield, respectively, but trading in the securities is low because of the relatively small pools of liquidity in Australia compared to those stocks in their home markets.