Posts Tagged ‘Merger’

ASX Company News: Rift Valley Resources To Merge With BrightStar Resources

Tuesday, January 24th, 2012

Rift Valley Resources Limited (RFV) and BrightStar Resources Limited (BUT)  announce they have entered into a Merger Implementation Agreement,  under which they have agreed to a proposal to merge the Companies via a Scheme of Arrangement. The transaction brings together two highly complementary growth-oriented groups, creating a leading independent, Tanzanian focused, gold company. Under the Scheme, Rift Valley shareholders will receive 1.25 BrightStar shares for each Rift Valley share they hold.

Commenting on the proposed merger, BrightStar Chairman Warren Gilmour said: “I believe this proposed merger will benefit all shareholders by creating an entity with quality projects, working capital and the right mix of experienced people. I highly recommend this proposed merger to all shareholders.” Rift Valley Chairman, Didier Murcia, said: “This represents a unique opportunity to bring together two companies pursuing quality projects in Tanzania. The combined entity will be able to leverage off the benefits of creating a larger company with the depth of expertise and skills, funding ability, scale of operation and market capitalization to make a significant impact in the Tanzanian resource landscape.

Rift Valley is a mineral exploration company with a portfolio of tenements in highly prospective areas of Tanzania. Rift Valley has approximately $10.5m cash at bank and no debt. Rift Valley’s extensive local knowledge and access to new project opportunities offers investors direct exposure to the growth in Tanzania’s mineral industry. BrightStar Resources Limited is an exploration company focused on gold exploration in the rich Lake Victoria Goldfields of Tanzania. BrightStar has a solid resource base of 760,000 attributable ounces and excellent exploration targets.

www.riftvalleyresources.com.au

http://www.traderdealer.com.au/fundamentals/rfv

www.brightstarresoures.com

http://www.traderdealer.com.au/fundamentals/but

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ASX Company News: Orion Petroleum to Merge With Petrel Energy

Thursday, November 24th, 2011

Orion Petroleum Limited (OIP) is very pleased to announce that it has executed a binding transaction agreement to merge with Petrel Energy Limited, subject to shareholder approval. The merged group will pursue a strategic focus on high quality energy assets at the advanced exploration/appraisal stage and create value by advancing these projects to development. The group’s first project is participation in an emerging onshore shale gas development in the proven Barnett Shale region of Texas.

Petrel is an unlisted company established by Stephen Mitchell and David Hobday for the purpose of conventional and unconventional oil and gas development. Under the terms of the transaction, which are subject to approval by Orion shareholders at a meeting to be convened in January 2012, Orion will acquire 100% of Petrel for the issue of 115.1 million new Orion shares to the current shareholders of Petrel. The Petrel team have developed a first class technical network in North America, generating major successes in their previous endeavours. The initial project provides access to highly prospective acreage in the Barnett Shale region of Texas and shareholders of the merged group will gain exposure to an immediate shale gas drilling campaign with four development wells to be drilled over the next 2-3 months.

“The Orion Board that was constituted in June 2011 has a clear objective of refocusing the company in a way that provides meaningful upside for shareholders without taking on high levels of exploration risk”, said Mr Alex Sundich, Chairman of Orion. “Following an extensive review of available opportunities and with the assistance of our advisers, we believe that the Petrel acquisition is very positive for Orion shareholders. Petrel gives Orion a team with a proven track record of value creation in international energy markets, an existing asset that could enable the company to become a producer in the near term, access to a pipeline of potential investment projects and additional cash resources to pursue those opportunities”, Mr Sundich said.

Petrel is a recently established private upstream petroleum company targeting conventional and unconventional opportunities primarily in North America but with the potential to expand globally. It has been established by Stephen Mitchell and David Hobday, who most recently grew a very successful North American business whilst at Molopo (MPO).

The mechanics of the Petrel acquisition are as follows: Orion to acquire all the outstanding shares in Petrel with Petrel shareholders to receive in exchange 115.1 million new Orion shares; Current Orion shareholders will represent 57% of the enlarged entity; The transaction values Petrel at $4.6 million, which includes cash of $2.1 million, listed equities of $1.1 million and the existing Barnett Shale assets of $1.0 million;

www.orionpetroleum.com.au

http://www.traderdealer.com.au/fundamentals/oip

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ASX Company News: Dulux Group To Merge With Camelpaint in Asia

Thursday, November 3rd, 2011

DuluxGroup Limited (DLX) announced the merger of its DGL International business in China and Hong Kong with Camelpaint of Hong Kong to create DGL Camel International Limited. Camelpaint was established in Hong Kong in 1932. It is a leading manufacturer and marketer of a range of coatings products in Hong Kong and mainland China, mainly focussed on the trade painter and industrial markets. DuluxGroup and Camelpaint have a successful history of working together, having been joint venture partners in DGL Camel Powder Coatings in mainland China since 2004.

DuluxGroup will hold 51% of DGL Camel International. The newly formed company will manufacture, market and distribute coatings and associated products, including the Opel, Levene, Selleys, AcraTex and Camel product ranges.

DuluxGroup Managing Director and CEO Patrick Houlihan said that the merger is consistent with DuluxGroup’s strategy of making low-risk acquisitions to further grow DuluxGroup’s position in the high-growth Chinese market. “The merger represents an excellent opportunity for DuluxGroup to continue our growth in China in a measured way with a partner that we have worked with for many years,” he said. “The existing businesses are of a similar size. They are complementary in product and geography and there are compelling synergies from combining the businesses. There are good opportunities to leverage the expertise and customer relationships in each company’s respective markets. The merger also provides increased scale to compete.

www.dulux.com.au

http://www.traderdealer.com.au/Fundamentals/DLX

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ASX Company News: Endeavour Mining Corporation To Merge With Adamus Resources

Tuesday, August 23rd, 2011

Endeavour Mining Corporation and Adamus Resources Limited  (ADU) are pleased to announce they have entered into  a definitive Merger Implementation  Agreement to combine through an all-­‐stock merger of equals transaction creating a new growth focused West African gold producer. Endeavour intends to invest at least US$160 million from its current cash  balance to relieve the constraints of Adamus’ Nzema project finance structure, including repayment of  the US$60 million project loan and at least US$100 million towards reduction of hedged gold volumes. In addition, the Merged Entity has an acquisition growth strategy to more than double this gold production rate by the end of 20132. Upon completion of the Scheme, existing Endeavour shareholders and Adamus shareholders will own approximately 47.2% and 52.8%, respectively, of the issued common shares of the Merged Entity. This will result in greater leverage to the gold price, increased operating cashflow and EBITDA, and increased management flexibility.

Commenting on the business combination Mark Connelly, Managing Director and CEO of Adamus said: “This transaction delivers considerable value to Adamus shareholders through the combination of our proven mine development skills and materially enhanced financial flexibility from Endeavour. This enables accelerated growth through the combined portfolio of development and exploration projects.”

Endeavour is a gold producer committed to growing its business and enhancing shareholder value. Endeavour owns the Youga Gold Mine in Burkina Faso, and an attractive pipeline of exploration and development projects in West Africa. Adamus’ primary focus is on expanding the economic potential of the Nzema Gold Project in Ghana, West Africa.

www.endeavourmining.com

www.adamusresources.com.au

http://www.traderdealer.com.au/Fundamentals/adu

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ASX Company News: Newcrest Sells Assets To Catalpa Resources and Conquest Mining

Thursday, June 16th, 2011

Newcrest Mining Limited (NCM) has entered into an agreement to sell its 70% interest in the Cracow gold mine and exploration joint ventures and its 100% interest in the Mt Rawdon gold mine. The Assets will be sold to a company formed through the merger of Catalpa Resources Limited (CAH) and Conquest Mining Limited (CQT) in a transaction which has also been announced today by those two companies. Newcrest will receive shares in the Merged Entity as consideration for the Assets, resulting in a 38% interest in the Merged Entity. This interest will be diluted to approximately 33% following a planned equity raising by the Merged Entity.

In releasing these quality but non-core assets into the new Merged Entity, Newcrest will focus on its portfolio of large, long life mines, projects and exploration activities including Cadia East, the Lihir Million Ounce Plant Upgrade, and advanced exploration projects at Wafi Golpu, Namosi and O’Callaghans. The Merged Entity will be well placed to maximise the full potential of Cracow and Mt Rawdon. As a major shareholder, Newcrest will have the opportunity to share in the growth of the Merged Entity.

Mr Greg Robinson, Director Finance and Managing Director elect said: “We believe that the proposed transaction delivers a very good outcome for Newcrest shareholders. The management teams of Catalpa and Conquest are highly complementary and well placed to lead the new company. We look forward to supporting their efforts to grow the company and increase the value of our investment.”

www.newcrest.com.au

http://www.traderdealer.com.au/fundamentals/ncm

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ASX Company News: St Barbara To Merge With Catalpa Resources

Sunday, May 15th, 2011

St Barbara Limited (SBM) has approached the Board of Catalpa Resources Limited (CAH) with a merger  proposal  to  combine the  two  companies  to  form  a  leading  Australian  mid‐tier  gold  company  with four  Australian  production  assets  forecast  to  produce  approximately  480,000 ounces of gold in FY 12. The  merged  company  would  have  a  strong  production  growth  profile  for shareholders with a diversified asset, production and cash flow base.  St Barbara’s expertise in underground mining at Leonora and Southern Cross in Western  Australia  is  a  natural complement  to  Catalpa’s  future  underground expansion options at its Edna May project, which is approximately 75 km from St Barbara’s 120,000 ounce per annum Southern Cross operation.

The scheme  of  arrangement  proposal  put  to  Catalpa  on  10  May  2011  is  for  a 50% scrip and 50%  cash transaction at a fixed ratio of 0.4535 St Barbara ordinary shares for each ordinary share in Catalpa plus A$0.9613 cash per Catalpa share (implying an offer value of A$1.92 for each Catalpa share2). The Proposal values Catalpa at A$349 million and the merged company at A$865 million and provides significant value for Catalpa shareholders, representing a 41% premium based on Catalpa’s closing share price on the date of the  Proposal, 10 May 20114; a 26% premium based on Catalpa’s 30‐day VWAP for the period ending on the date of the Proposal, 10 May 2011.

St  Barbara  Managing  Director  and  CEO,  Tim  Lehany,  said  the complementary  portfolios,  operational  and  technical  capabilities,  and  the financial strength and scale of both organisations would make the combination attractive to local and global investors, and stakeholders of both companies.

www.stbarbara.com.au

http://www.traderdealer.com.au/fundamentals/sbm

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ASX Company News: Site Group To Acquire Careers Australia Group

Friday, March 18th, 2011

Site Group International (SIT) has announced a takeover offer (Merger Proposal) to acquire all of the shares of Careers Australia Group Limited (CAG).

Site proposes to make an off-market takeover offer for all CAG shares.  The consideration payable to CAG shareholders is 3.5 Site shares for each CAG share.   The consideration values CAG shares at approximately 70.89 cents and CAG’s total issued capital at approximately $72.9 million.

Site expects that shares issued under the Merger Proposal will be quoted on the ASX.  The Merger Proposal is subject to conditions set out in the Schedule including Site acquiring at least 90% of the CAG shares on issue.   Site will seek to raise up to $20 million from the issue of new shares to fund the working capital requirements of the merged group.   Whilst Site has undertaken preliminary discussions with selected potential investors, the terms of this capital raising have not yet been finalised and there is no certainty that Site will be able to raise the required capital.

Site’s chairman, Vernon Wills is a non-executive director and substantial shareholder in CAG and has taken a leave of absence from the Site board and the CAG board for the duration of the Merger Proposal.  Mr Wills has not been involved in board discussions in relation to the Merger Proposal.   Paul Young has been appointed as acting chairman of Site.

Site believes a combination with of its business with CAG’s would provide compelling benefits to CAG  shareholders.  The merged group will have an enhanced position in the vocational education services market in Australia and Asia as well as being strategically placed to provide workforce planning solutions in skills shortage areas.

http://www.traderdealer.com.au/Fundamentals/sit

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ASX Company News: ASX and SGX To Merge

Tuesday, October 26th, 2010

ASX Limited (ASX) and Singapore Exchange (SGX) announced that they have entered into a merger implementation agreement to combine to enable customers globally to capitalise on listing, trading, clearing and settlement opportunities created through the expanded platforms, leveraging on the importance of Asia Pacific as the driver of global growth.

This combination will bring together the complementary businesses of two successful exchanges in the Asian time zone, with internationally recognised regulatory standards. The combination leverages the strengths of ASX through its listings, stock options and fixed income franchises, with SGX, the Asian gateway for international listings, equity futures and OTC clearing, to create the region’s pre-eminent exchange group.

The combined group will augment Australia’s financial market and funds management industry through direct participation in Asian growth, and increase ASX’s and SGX’s competitiveness in a changing global markets landscape. As proven platforms for raising capital and managing price risk for the resource sector, ASX and SGX will build on existing distribution and clearing capabilities, and intend to play an important role in establishing price discovery for global commodities in Asia Pacific.

The combined exchange group, ASX-SGX Limited, will have pro forma revenues of approximately US$1.1 billion and pro forma earnings before interest and income tax of approximately US$700 million, based on the audited financial statements of ASX and SGX, each for the financial year ended 30 June 2010 (“FY2010”).

ASX and SGX will remain separate legal and locally regulated entities, and will maintain their existing brands. This will allow the two exchanges to maintain their existing iconic identities, which are well established in their home markets and internationally, while enabling customers to benefit from cross-market synergies and the greater scale, diversity and broader expertise of the combined group.

Pursuant to a Merger Implementation Agreement (“MIA”) entered into between ASX and SGX, it is proposed that SGX will acquire all the issued ordinary shares in ASX by way of a Scheme of Arrangement (the “Scheme”) under Section 411 of the Australian Corporations Act 2001 (“Corporations Act”). Under the terms of the Scheme, ASX shareholders will be paid a combination of A$22.00 (S$28.04) in cash and 3.473 new ordinary SGX shares for each existing ASX ordinary share (“Scheme Consideration”).

Based on SGX’s last traded price of S$9.54 and using the exchange rate of S$1=A$0.7847, this values ASX at S$10.7 billion (A$8.4 billion) or A$48.00 per ASX share.

www.asx.com.au

http://www.traderdealer.com.au/Fundamentals/asx

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ASX Company News: Bendigo Mining Merges With BCD Resources

Friday, July 23rd, 2010

Bendigo Mining Limited (BDG) and BCD Resources NL (BCD) announce that they have entered into a Scheme Implementation Agreement for a merger of the companies to create a significant mid-tier Australian gold mining business. The Merger will be implemented by way of a scheme of arrangement under which it is proposed Bendigo will acquire all of the ordinary shares in BCD. BCD shareholders will receive 0.72 Bendigo shares for each BCD share held which, based on the last closing prices, implies a combined  market capitalisation of A$162 million. The scheme of arrangement will require approval by BCD shareholders at a meeting expected to be held in November 2010. The Merger offer ratio of 0.72 Bendigo shares for every BCD share implies an offer price of 4.4 cents per BCD share, representing an attractive premium of 44.0% to BCD’s 2010 and 25.2% to BCD’s 30 day VWAP. The Merger combines Bendigo’s production and strong balance sheet with BCD’s high grade Tasmania Mine.

The Merger will create a significant new mid-tier Australian gold mining company with increased scale, relevance and synergies; high grade gold production from three established underground mines at  the Henty Gold Mine, the Tasmania Mine and the Kangaroo Flat Mine which had combined  production of 137,6600 ounces in FY10.

Mr Rod Hanson, Bendigo’s Managing Director & CEO said, “The merger will combine two companies with highly complementary operational development and exploration profiles. The operational, scale and profile of the merged entity, its strong cashflow and healthy balance sheet will create a significant mid-tier Australian gold producer tier producer.”

Bendigo Mining Limited (BDG) is an Australian gold producer which owns and operates two producing underground gold mines in Australia; the Kangaroo Flat Mine in Bendigo, Victoria and the Henty Gold Mine on the West Coast of Tasmania. Bendigo is also involved in gold exploration in West Africa through its investment in GoldStone Resources Limited. BCD Resources NL (BCD) is an Australian gold producer which owns and operates the Tasmania Mine in Northern Tasmania. BCD is also advancing a copper project in Victoria with significant copper resources at two adjacent locations.

www.bendigomining.com.au

www.bcdresources.com.au

http://www.traderdealer.com.au/Fundamentals/bdg

http://www.traderdealer.com.au/Fundamentals/bcd

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Aquacarotene To Merge With Farmacule

Monday, April 19th, 2010

The merger of Aquacarotene (AQL) and Farmacule will create a leading plant biotechnology company with both short, medium and long term revenue growth prospects emanating from a core focus on the production of biofuels (ethanol) and high value commercial proteins.

The Directors of Aquacarotene Limited have today signed an agreement to merge, subject to shareholder approval, with Farmacule Bioindustries Pty Ltd with the objective of delivering improved plant based systems for the production of bioethanol from sugar cane and plant made compounds for use in the medical research, nutraceutical and industrial markets.

Farmacule established in 2001 holds global exploitation rights from the Queensland University of Technology (QUT) for the patented INPACT® technology together with a number of additional patented technologies applicable to the use of plants as factories for the production of various compounds. Upon the successful merger of Aquacarotene and Farmacule all the patents supporting INPACT® will be transferred to the merged company.

The INPACT® technology was specifically developed by a QUT research team led by Farmacule’s CSO Professor James Dale for the purpose of providing a sophisticated proprietary gene switching and amplification technology which increases the expression and yield in selected plants of novel proteins, enzymes and molecules of interest.

Mel Bridges, Chairman of Farmacule (and the proposed merged company) said that the combination of Farmacule and Aquacarotene was a classic merger where the sum of the parts was greater than that of the individual parts. Farmacule has an exciting future, however the merger would accelerate its delivery of high end valuable products such as Vitronectin and biofuels from sugarcane. The merger of Aquacarotene and Farmacule paves the way to build a very successful global plant biotechnology company, Mr Bridges added.

www.aquacarotene.com.au

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