Posts Tagged ‘Merger’

ASX Company News: Sundance Energy and Texon Petroleum To Merge

Wednesday, November 14th, 2012

The Boards of Texon Petroleum Limited (TXN) and Sundance Energy Australia Limited (SEA) are pleased to announce that they have agreed to the proposed Merger of Texon with Sundance via a scrip transaction that provides a unique consolidation opportunity with significant benefits for shareholders of both companies.

Sundance and Texon have agreed to a merger via a scheme of arrangement subject to votes of Texon’s shareholders, the Demerger taking place, and Court and other necessary approvals. If approved, Texon shareholders will receive:

  • One share in Sundance for every two shares held in Texon valued at $0.41 per share based on Sundance’s closing share price on 12 November 2012 of $0.82; and
  • One share in Talon for every one share held in Texon that will include significant potential value through Texon’s non-EFS exploration portfolio.

Texon’s CEO Cliff Foss said, “The transaction between Texon and Sundance makes sense on a number of levels, and provides significant benefits for shareholders of both companies. A transaction with Sundance provides asset diversity and the required capital to fully exploit Texon’s attractive low risk development EFS assets which is expected to enhance shareholder value.”

Sundance’s Managing Director Eric McCrady said “The proposed merger between Sundance and Texon is a unique value-adding consolidation opportunity with significant benefits for shareholders of both companies. The combined Company will have production, cash flow, and reserve growth potential with highly attractive risk adjusted return potential. Importantly, the combined Company will have the funding capacity to unlock significant value for shareholders.”

www.sundancenergy.com.au

www.texonpetroleum.com.au

Post to Twitter

ASX Company News: International Goldfields To Merge With Santa Fe Gold

Monday, October 15th, 2012

International Goldfields Limited (IGS) and US-based, Santa Fe Gold Corporation have entered into a conditional Binding Heads of Agreement that will combine the companies and create a significant gold/silver company. The proposed merged entity will be a diversified, well-funded and low cost gold-silver explorer, developer and miner, listed on the ASX and also traded on a major US exchange or on the OTC Bulletin Board, with projects located in emerging mining districts including West Africa, Brazil and the south-west US. The combined entity will have an initial market capitalisation of approximately A$70 million, cash reserves of at least A$10 million, low cost gold & silver production of 28,000 oz pa, an operating mill, near term development assets and a portfolio of advanced exploration assets. Currently building to production of approximately 28,000 gold equivalent oz per annum with 2013 and 2014 production scheduled for 150,000 tpa at average head grade of 7.8 gpt (gold and gold equivalent) with average cash cost in the range of USD$400-$500 per gold and gold equivalent ounce. Potential exists to increase production rates with further development and exploration. The ore produced from the Summit Mine is processed at the SFEG owned Lordsburg Mill, which has a capacity of 300,000 tpa.

Commenting on the proposed merger, IGS chief executive officer Travis Schwertfeger said: “The combination of International Goldfields’ exploration assets in emerging global mining districts with Santa Fe’s portfolio of low-cost mining and exploration assets in New Mexico, together with the combined skills of the two experienced management teams, will create a new merged company capable of adding significant value for its shareholders during a time of robust gold price.” Santa Fe Chief Executive, Mr Pierce Carson, said of the proposed merger, “Santa Fe’s projects have had significant exploration and development, plus we successfully achieved commercial production For personal use only at our Summit mine in early 2012. Our focus is on increasing production at Summit and bringing the Mogollon and Ortiz projects on stream.”

IGS and Santa Fe have agreed to enter into a transaction whereby the entities will merge and Santa Fe will become a wholly-owned Delaware subsidiary of IGS. Santa Fe shareholders will receive a total of 1,449,469,462 fully paid ordinary shares in the capital of IGS (on a pre-consolidation basis) in exchange for their Santa Fe stock. IGS will advance A$2 million to Santa Fe within five (5) business days of the execution of the HoA to secure Santa Fe’s option to the Mogollon project and for general working capital purposes.

www.intgold.com.au

Post to Twitter

ASX Company News: Cromwell Group Has Signed A Merger Implementation Agreement

Monday, September 3rd, 2012

Cromwell Property Group (CMW) has signed a merger implementation agreement formalising its offer to acquire, by way of a trust scheme, all the units in the unlisted Cromwell Property Fund (the Fund) that it does not already own (the Merger).

As discussed in Cromwell’s FY12 Results Presentation, the Merger is subject to various conditions including approval by Fund unitholders. An independent expert has reviewed the Merger on behalf of Fund unitholders and concluded that it is fair and reasonable and in their best interests. A meeting of the Fund’s unitholders will be held on Wednesday 3 October to consider the Merger. The explanatory memorandum and notice of meeting is expected to be sent to Fund unitholders on or about 7 September 2012. If the Fund’s unitholders approve the Merger, and the other conditions are met, the Merger would be implemented on or about 4 October 2012. The results of the meeting will be announced to the market.

If the Merger is implemented, Fund unitholders will receive 0.2298 Cromwell securities for each Fund unit held. The offer of Cromwell securities will be made in the explanatory memorandum, which constitutes a combined prospectus and product disclosure statement in respect of Cromwell securities. From 7 September 2012, a copy of the explanatory memorandum can be obtained by calling Cromwell Investor Services on 1300 276 693 or on www.cromwell.com.au/cpfmerger. A copy of the explanatory memorandum was lodged with ASIC today. Fund unitholders should consider the explanatory memorandum in full when deciding whether or not to acquire or continue to hold Cromwell securities as a result of the Merger.

www.cromwell.com.au

Post to Twitter

ASX Company News: Integra Mining To Merge With Silver Lake Resources

Tuesday, August 7th, 2012

Silver Lake Resources Limited (SLR) and Integra Mining Limited (IGR) are pleased to announce that they have reached agreement to combine the two companies and create a  substantial  gold  company  with  multiple  Australian  operating  mines  and  mills.  Under the Scheme, Integra shareholders will be offered one new Silver Lake share for every 6.28 Integra  shares they hold.

The Silver Lake offer values Integra at A$426 million1 (45.2 cents per share) and represents an attractive premium  of  43.6%  to  Integra’s  closing  price  of  A$0.315  on  the  ASX  on  3  August  2012  and  a  40.3%  premium to Integra’s 20‐day volume weighted average price (VWAP) of A$0.307.

“The  strategic  and  financial  logic  of  the  combination  is  clear,  driven  by  the  complementary nature  of  the  two  companies’  projects  and  the  strong  organic  growth  profile  of  the combined business.   This transaction will further diversify Silver Lake’s asset portfolio with increased gold production, enhanced cash flows, near term organic growth and significant exploration upside.”   Integra Managing Director, Chris Cairns, said:  “We are very proud of the achievements of the entire Integra team and, while we believe that  Integra would have had a bright future as an independent company, the compelling logic of this  combination for Integra shareholders could not be ignored.

Silver Lake is an ASX 200 gold producing and exploration company with a resource base of 4.5 million oz  in  highly  prospective  regions  including  the  Mount  Monger  and  Murchison  goldfields  and  the  Great  Southern  district  of  Western  Australia.  Silver  Lake’s  strategy  is  to  develop  large  production  centres  at  Mount Monger, in the Murchison and the Great Southern with multiple mines at each centre.  Silver  Lake’s  Mount  Monger  Operation  contains  the  Daisy  Milano,  Daisy  East,  Rosemary  &  Haoma  underground mines and the Wombola open pit mines located 50 km south east of Kalgoorlie.

www.silverlakeresources.com.au

www.integramining.com.au

Post to Twitter

ASX Company News: Novogen To Merge With Kai Medical

Monday, July 30th, 2012

Novogen (NRT) announced that it has entered into a merger agreement with Kai Medical, a United States based company, incorporated in Delaware, whose business is focused on sleep apnoea therapy devices and wireless respiration monitoring technology. The agreement is subject to a number of conditions including completion of due diligence and shareholder approval. A summary of the key terms of the merger agreement including the conditions precedent is set out in the attachment to this announcement.

“We are very pleased to be able to enter into a relationship with Kai Medical that provides Novogen shareholders with an opportunity to participate in the growth and success of Kai Medical’s revolutionary sleep apnoea therapy device”, said William D Rueckert, Chairman of the Board for Novogen. He continued, “the sleep apnoea market, Worldwide is a rapidly growing market with tremendous opportunities for companies like Kai that have a product with a distinct performance advantages. There is a clear unmet need for patients with this condition for a convenient and effective therapy.” Bob Nakata, CEO of Kai Medical added, “Kai Medical has recently received its CE Mark for Kai Apnea, which is the key regulatory approval needed for sales in most of the world. Kai Apnea is more comfortable to use and will likely have higher compliance than most other sleep apnoea devices. I believe that this will lead to strong growth in the coming years and am pleased that we can share this progress with Novogen shareholders through this transaction.”

In addition to the merger agreement with Kai, Novogen announced that in advance of the merger with Kai Medical and subject to shareholder approval, it will undertake a capital reduction and in specie distribution to the Novogen shareholders of the shares of MEI Pharma, Inc., (formerly known as Marshall Edwards, Inc.) that it owns.

Novogen Limited is an Australian biotechnology company based in Sydney, Australia. Novogen conducts research and development on oncology therapeutics through its subsidiary, MEI Pharma, Inc.  Kai Medical develops and markets medical devices for sleep apnoea therapy and devices to measure and monitor respiration wirelessly, with no contact, and from a distance. Kai Medical is based in Honolulu, Hawaii USA.

www.novogen.com

Post to Twitter

ASX Company News: Emerald Oil And Gas Merges With Voyager Oil and Gas

Thursday, July 12th, 2012

Emerald Oil & Gas NL (EMR) is pleased to announce that it has reached agreement with Voyager Oil and Gas Inc., a publicly listed company in the United States, to acquire Emerald Oil Inc, the Company’s wholly owned subsidiary, which holds its US shale oil assets. The Company is exchanging its 100% interest in Emerald US for 19.9% of the combined entity, which will be re-named Emerald Oil Inc.  The transaction terms imply that the Combined Entity will have a proforma market capitalisation of US$123m, with Emerald’s 19.9% holding in the Combined Entity. Emerald has exchanged its direct interests in two US shale assets for a substantial ownership interest in a larger vehicle with a much deeper and more diverse shale oil portfolio.

Managing Director Comment Mike Krzus, Managing Director of Emerald said: “This landmark transaction creates a robust Rocky Mountain focused operating platform for Emerald and substantially delivers the US shale strategy we announced some 10 months ago. We are excited about the future of Emerald, given its access to a full suite of technical, land management and oil and gas development staff in the US. ”

www.emeraldoilandgas.com

Post to Twitter

ASX Company News: CBio To Merge With Inverseon Inc

Tuesday, July 3rd, 2012

Australian drug development company CBio Limited (CBZ) will merge with US based Inverseon Inc. in a deal to establish a clinical stage biotech company focused on new treatments for a range of anti-inflammatory diseases. The acquisition is subject to approval from CBio shareholders but has the unanimous support of the board following a detailed strategic review of the company’s future. Under the terms of the proposed transaction, CBio will acquire Inverseon in exchange for ,486,978 CBio shares, representing 37.5% of the issued share capital of the merged company. The merged company will be known as Invion Ltd and will progress a phase II trial of its lead product INV102 for asthma and smoking cessation indications in Q3 2012.

Chairman Dr Ralph Craven said the merger would create an anti-inflammatory biotech company with a broad skill base and promising intellectual property. “One of the early activities will be to progress a regulatory plan applying CBio’s lead molecule Cpn10 to Lupus,” he said. “This merger provides a solid platform for the potential development of a range of new therapies to address the unmet needs of patients.”

Inverseon is a US-based company exploiting the patented use of beta-2 adrenergic inverse agonism for the development of treatments for major market opportunities in inflammatory conditions of the lungs such as asthma, chronic bronchitis and cystic fibrosis. Inverseon’s lead product INV102 is an existing beta blocker that has been patented until 2026.

www.cbio.com.au

Post to Twitter

ASX Company News: Two Way TV To Merge With Priority One

Wednesday, June 27th, 2012

Two Way Limited (TTV) is pleased to announce that it has signed a non-binding Letter of Intent to merge the Company with Priority One Network Group Limited. In accordance with the LOI, Two Way intends to make an off-market takeover bid for 100% of Priority One’s shares in an all scrip deal. The proposed Offer values the equity in Two Way at 4 cents per share.

Under its business model, Priority One intends to establish a network of affiliated merchants who are able to connect and transact with a subscriber base of debit card holders via the use of a multi-currency payments platform. The business model is based on Priority One earning an agreed percentage of the value of each transaction effected using debit cards issued under its program. In practical effect, Priority One will be seeking to take advantage of the change in purchasing attitudes of the consumer in favour of online transacting.  Two Way has substantial expertise in deploying applications and services via IPTV, online and mobile platforms, and will bring this expertise to accelerate the roll-out of Priority One’s services.

Further, a key element of Priority One’s offering will relate to online wagering, on both racing and sports, which is a primary area of expertise for Two Way. Priority One has entered into a number of significant agreements with a number of large-scale domestic and international merchants and service providers. These relationships are an ideal fit with Two Way’s interactive applications, which may be deployed as an interface between merchant affiliates and members of the Priority One account and associated debit card. TwoWay will offer Priority One shareholders 7.5 ordinary Two Way shares for each Priority One ordinary share.
Chairman of Two Way, Mr Stuart McGregor, said “This is a Company-transforming deal, which provides Two Way shareholders with an attractive opportunity to become part of a much larger and well-capitalised business, with significant international opportunities. We view the consolidation of the Priority One and Two Way business as an ideal corporate fit. The combination of technology, corporate relationships and business processes as detailed in this offer are ideally suited to advance the commercial prospects of the consolidated entity both from a geographic perspective as well as underpinning the revenue and profit generating ability of both parties.

Two Way creates, develops and builds advanced interactive media and gambling applications for mobile, internet, TV and IPTV platforms. Our competitive strengths include our specialised expertise, patented technology and library of interactive applications which have been deployed on all devices.

www.twowaytv.com

Post to Twitter

ASX Company News: Biota To Merge With Nabi Biopharmaceuticals

Tuesday, April 24th, 2012

Biota Holdings Limited (BTA) and Nabi Biopharmaceuticals announced the signing of a Merger Implementation Agreement to form a combined company Biota Pharmaceuticals, listed on NASDAQ and headquartered in the USA. The Biota move to the US is designed to achieve better value recognition and liquidity through a stronger US shareholder base. Following the merger, Biota Pharmaceuticals will have three royalty generating products, Relenza, Inavir and potentially PhosLyra; a US$231 million contract with BARDA for the advanced development of laninamivir; a portfolio of clinical and pre-clinical programs comprising vapendavir (HRV), and programs for respiratory syncytial virus (RSV), hepatitis C (HCV-NN), broad spectrum antibiotic targeting gyrase (GYR); an interest in NicVAX and over US$100 million in cash. The merger will require approval from both Biota and Nabi shareholders and Independent Reports confirming that the merger will be in the best interest of the shareholders and is subject to a number of other conditions set out in the Merger Implementation Agreement.

Biota Chairman, Jim Fox, commented, “A NASDAQ listing provides Biota with access to the largest healthcare capital market in the world and will enable us to transform our business model to one which can deliver significantly higher value than the royalty-only model we have historically pursued. We believe this is a necessary step to increase our options for the development and commercialisation of our product portfolio and will ultimately improve the recognition of the underlying value of our product portfolio for our shareholders”.

Biota is a leading anti-infective drug development company based in Melbourne Australia, with key expertise in respiratory diseases, particularly influenza. In addition, Biota and Daiichi Sankyo co-own a range of second generation influenza antivirals, of which the lead product lnavir®, is marketed in Japan. Biota holds a contract from the US Office of Biomedical Advanced Research and Development Authority (BARDA) for the advanced development of laninamivir in the USA.

Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop products that target serious medical conditions in the areas of nicotine addiction and gram-positive bacterial infections.

www.biota.com.au

Post to Twitter

ASX Company News: Cooper Energy To Merge With Somerton Energy

Friday, April 20th, 2012

The Boards of Cooper Energy Limited (COE) and Somerton Energy Limited (SNE) advise that they have agreed to merge via Cooper making a recommended off-market takeover bid (“Offer”) for all of the shares in Somerton. Cooper will offer all Somerton shareholders the choice of either: one Cooper Share for every 2.8 Somerton Shares; or one Cooper Share for every 4.73 Somerton Shares plus 9 cents for each Somerton share. The boards of both Cooper and Somerton believe there is a compelling strategic rationale for the merger. Combining the complementary assets and technical expertise of both companies together with Cooper’s strong cash balance and cash flow creates a focused oil and gas production and exploration company.

Cooper Managing Director Mr David Maxwell said: “Somerton’s assets are a complementary fit in line with Cooper’s strategy and the merger will significantly enhance our position in the Otway Basin. The merged company will be in a very strong financial position to pursue organic growth opportunities and corporate activity to further add value and enhance shareholder return. The proposed merger provides the opportunity for Somerton shareholders to also participate in this growth.”

Since listing on the ASX in 2002, Cooper has built a portfolio of near term low risk development and appraisal projects as well as high impact exploration prospects. Cooper currently benefits from approximately 1,700 barrels of oil per day net production from the Cooper Basin, South Australia, with approximately 150 barrels of oil per day gross production from its Sukananti field in Indonesia. Somerton Energy Limited is a petroleum exploration company, listed on the ASX and based in Adelaide, South Australia. Somerton’s strategic focus is on unconventional oil and gas plays and other high impact petroleum projects, primarily in the onshore Otway and Gippsland Basins of Victoria and South Australia, where it holds interests in seven petroleum tenements.

www.cooperenergy.com.au

www.somertonenergy.com.au

Post to Twitter