Posts Tagged ‘Takeover Offer’

ASX Company News: Ludowici Receives Takeover Offer From FLSmidth

Tuesday, January 24th, 2012

Ludowici Limited (LDW) and FLSmidth & Co. A/S have entered into an agreement in relation to a proposal received from FLSmidth to acquire 100% of Ludowici shares at $7.20 cash per share (less any dividends paid by Ludowici before the transaction is completed) by way of Scheme of Arrangement. FLSmidth is a $3.5 billion global engineering company providing one source plant, systems and services to the minerals and cement industries.

Phil Arnall, Chairman of Ludowici, commented “The Board was very pleased to receive and review this approach as it represents a premium of more than 100% to the current share price and vindicates the Board’s belief in the value of the company.”

Under the Process Agreement, the Board of Ludowici has granted confidential due diligence to FLSmidth on an exclusive basis for a period of seven weeks and the parties have agreed to negotiate the terms of a detailed Scheme Implementation Agreement which will reflect key commercial terms which have been agreed in the Process Agreement. The Board has agreed not to solicit alternative

proposals and to pay a break fee in certain circumstances, the precise terms of which together with other important aspects of the transaction are set out in the attached Process Agreement. If the transaction proceeds, the Board expects completion to occur in May 2012.

www.ludowici.com.au

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

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ASX Company News: Exarro Resources To Takeover African Iron

Thursday, January 12th, 2012

Exxaro Resources Limited and African Iron Limited (AKI) are pleased to announce that African Iron and a wholly owned subsidiary of Exxaro Resources Limited, Exxaro Australia Iron Investments Pty Ltd have signed a Takeover Bid Implementation Agreement for an off-market, cash takeover for all of the shares and listed options in African Iron. African Iron and Exxaro believe the Exxaro Offer should be carefully considered by African Iron shareholders and optionholders as it provides a highly attractive opportunity for them to realise their investment at a significant premium to recent trading levels. Importantly, Exxaro has entered into a pre-bid acceptance agreement with African Iron’s largest shareholder, Cape Lambert Resources Limited (CFE) to accept the Exxaro Offer within five days of the offer opening in respect of 19.99% of African Iron’s current shares on issue.

Commenting on the Exxaro Offer, Independent, Non-Executive Chairman of African Iron Dr Ian Burston said “the African Iron Board of Directors has carefully considered the offer by Exxaro and in the absence of a superior proposal, the Board unanimously recommends that shareholders and listed optionholders should accept the offer.” The CEO of Exxaro Resources Limited, Mr Sipho Nkosi said “we are very excited about African Iron’s projects in the Republic of Congo, as they will provide Exxaro with the opportunity to realise its stated ambitions of developing a significant iron ore asset in this rapidly emerging and prospective region.” Mr Nkosi further added, “the African Iron acquisition will enable Exxaro to leverage its bulk commodity and iron ore expertise into the development of the Mayoko project.

African Iron Limited is an ASX listed iron ore exploration and development company focusing on near term production of 5Mtpa of direct shipping iron ore from its 92% owned Mayoko project, located in the Republic of Congo, central West Africa. Exxaro Resources Limited is a South African-based mining company with a market capitalisation of approximately A$7.66 billion. Exxaro Resources Limited mines, extracts and processes a range of minerals and metals, including coal, mineral sands and base metals primarily in South Africa, Australia and China. As one of the largest South African coal producers, with production capacity now approaching 48 million tonnes per annum and the third- largest global producer of mineral sands products, Exxaro is a significant participant in the coal and mineral sands markets.

www.africanironlimited.com

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

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ASX Company News: Wah Nam Takeover Offer For Brockman Resources

Tuesday, December 13th, 2011

Brockman Resources Limited (BRM) and Wah Nam International Holdings Limited (“Wah Nam”) (WNI) are pleased to announce that they have entered into a Bid Implementation Agreement (“BIA”), pursuant to which Wah Nam International Australia Pty Ltd (“Wah Nam Australia”), a wholly owned subsidiary of Wah Nam, intends to make a conditional off–market takeover offer for the remaining shares in Brockman that it does not already own (“Wah Nam Offer” or the “Offer”).

Wah Nam Australia currently owns 55.33% of Brockman’s shares on issue. A copy of the BIA will be separately announced on the ASX. The Brockman independent directors (namely Brockman Joint Deputy Chairman Mr Ross Norgard, Brockman Non Executive Director Mr David (Michael) Spratt and Brockman Interim Chief Executive Officer Mr Colin Paterson, being those Brockman directors who are not nominees of, nor suggested to Brockman by, Wah Nam (the “Independent Directors”)), unanimously recommend that Brockman shareholders ACCEPT Wah Nam’s Offer in the absence of a superior proposal and subject only to the independent expert concluding that the Offer is fair and reasonable.

The Wah Nam Offer comprises:

  • A$1.50 in cash; AND 18 Wah Nam shares (“Wah Nam Shares”) for every 1 (one) share in Brockman (“Brockman Share”).

The implied value of the Wah Nam Offer is:

  • ~A$3.15, based on the 90 calendar day VWAP1 of Wah Nam shares to 9 December 2011, representing a premium of ~A$1.17 per Brockman Share or ~59% when compared to the 90 calendar day VWAP of Brockman’s shares to 9 December 2011.
  • ~A$2.92, based on the 30 calendar day VWAP1 of Wah Nam shares to 9 December 2011, representing a premium of ~A$0.80 per Brockman Share or ~38% when compared to the 30 calendar day VWAP of Brockman’s shares to 9 December 2011.
  • ~A$3.032, based on the last closing price of Wah Nam shares on 9 December 2011, representing a premium of ~A$0.77 per Brockman Share or ~34% when compared to the last closing price of  Brockman’s shares on 9 December 2011.

Wah Nam Chairman, Peter Luk said “This transaction is a major step toward realising the future value of the Marillana Project for the shareholders of both Brockman and Wah Nam.  Brockman shareholders are able to crystallise some of the value in their investment now, but importantly they are able to participate in the on-going development of the Marillana iron ore project under a simplified ownership structure with unified management and development strategies.”

www.brockman.com.au

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

www.wnintl.com

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

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ASX Company News: Kingsgate Consolidated Takeover Offer For Laguna Resources

Tuesday, November 1st, 2011

Kingsgate Consolidated Limited (KCN) is pleased to announce a conditional off-market takeover offer (“offer”) for all the fully paid shares in Laguna Resources NL (LRC) (“Laguna”) not currently owned by Kingsgate which total 2.97 million shares.

Consideration for the transaction will be $3.75 cash per Laguna fully paid share. Kingsgate will also offer to acquire certain Laguna partly paid shares. The offer is conditional only on Kingsgate becoming entitled to compulsorily acquire shares which are not tendered into the offer.

Other key points related to the offer include the following:

  • The offer price of $3.75 represents a premium of over 100% to the last traded price of Laguna fully paid shares.
  • The offer allows Laguna shareholders to dispose of their holdings in an otherwise illiquid stock.  ver the last month less than 1200 shares have traded on the Australian Securities Exchange (“ASX”).
  • Shareholders who accept the offer will be paid within 5 business days after the minimum acceptance condition has been satisfied or waived (or 5 business days after receipt of their acceptance, should the condition be already satisfied or waived at that time).

Laguna does not currently have any cash-generating assets. Drilling and feasibility expenditure on Laguna’s Nueva Esperanza project is increasing and Kingsgate has extended a loan of $11.6m to Laguna to cover recent costs. The loan is due to be repaid on 31 December 2012 and it is Kingsgate’s expectation that, should the offer be unsuccessful, Laguna will need to undertake a rights issue or other capital raising to repay the loan and fund expenditure for the next 6-12 months.

www.kingsgate.com.au

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

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ASX Company News: New Hope Corporation Takeover Offer For Northern Energy

Tuesday, August 30th, 2011

New Hope Corporation Limited (NHC) announces a $2.00 per share all-cash, off-market  takeover  offer  to  acquire  all  the  outstanding  Northern  Energy  Corporation  Limited (“Northern Energy”) [ASX: NEC] shares not already owned by New Hope (“Offer”).

The Offer values the shares not already owned by New Hope at approximately $50 million.

The Offer will deliver an attractive premium and certainty of cash consideration to Northern Energy shareholders. In particular the Offer of $2.00 cash per Northern Energy share represents:

  • a premium of 29.0% to the closing price of $1.55 per Northern Energy share on 26 August 2011, being the trading day before New Hope announced the Offer;
  • a premium of 32.6% to the 1 month VWAP of $1.509 per Northern Energy share up to and including 26 August 2011; and
  • a premium of 32.0% to the 3 month VWAP of $1.515 per Northern Energy share up to and including 26 August 2011.

In addition, payment terms under the Offer have been accelerated so that Northern Energy shareholders who validly accept the Offer will be paid within 10 business days of that valid acceptance.

www.newhopecoal.com.au

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

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ASX Company News: Takeover Offer For Macarthur Coal At $15.50

Friday, July 15th, 2011

Macarthur Coal Limited (MCC) announced that it had received a non-binding indicative and conditional proposal from Peabody Energy Corporation and ArcelorMittal S.A. under which, subject to due diligence and other matters, BidCo would propose a takeover bid for all of the issued ordinary shares in Macarthur at a price of A$15.50 per share, less the amount of the final dividend which Macarthur pays in relation to FY2011. Macarthur confirms that it has reached agreement with BidCo on the timing and scope of a due diligence process to be undertaken to facilitate the proposed offer. As part of this agreement, BidCo has agreed that in the event that BidCo makes an offer at any time in the next 12 months.The offer price will be no less than $A15.50 per share unless the Macarthur Board expressly consents otherwise or there is a competing offer.

Macarthur Coal is now the world’s largest producer of seaborne low volatile pulverised coal injection (LV PCI) coal. The Company’s focus is on high margin or low cost coal assets with a strong market demand and product diversification capability. The Company’s goal is to double 2009 production to achieve sales of 9.2mtpa by 2014. To achieve this, Macarthur Coal will focus on two strategic objectives – operational excellence and sustainable growth.

www.macarthurcoal.com.au

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

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ASX Company News: Bannerman Receives Takeover Offer

Tuesday, July 12th, 2011

Bannerman Resources Limited (BMN) announces that it has received a highly conditional proposal from Hanlong Mining Investment Pty Ltd, a subsidiary of Chinese conglomerate Sichuan Hanlong Group, for the acquisition of 100% of Bannerman for A$0.612 cash per Bannerman share by way of a scheme of arrangement. The Board of Bannerman believes that Hanlong recognises the strategic significance of controlling Bannerman’s large-scale and low technical risk Etango Uranium Project in Namibia.

Dr David Smith, the Chairman of Bannerman, said today: “It is understandable that Bannerman is now attracting corporate interest. Bannerman controls one of the largest undeveloped uranium resources in the world and, despite recent events, there is no doubt that nuclear power will continue to play a key role in meeting the world’s growing energy needs as well as alleviating greenhouse gas emissions. Etango is a strategic asset which is highly leveraged to a stronger uranium price in a world where security of supply is one of the most important issues for nuclear power generators and utilities.”

Bannerman Resources Limited is an emerging uranium development company with interests in two properties in Namibia, a southern African country considered to be a premier uranium mining jurisdiction.

www.bannermanresources.com

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

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ASX Company News: Raisama Takeover Offer For Peak Oil and Gas

Tuesday, February 8th, 2011

On behalf of the board of Raisama Limited (RAI) and our shareholders, I am delighted to enclose an offer by Raisama for all of your shares in Peak Oil & Gas Limited (PKO).

Raisama believes this offer provides an excellent opportunity for Peak shareholders to benefi t from the merger of Peak’s portfolio of Asia Pacifi c oil and gas assets with Raisama’s strong portfolio of uranium exploration projects in Western Australia and Central Asia.

Raisama has an experienced and well credentialed board and management team, a sound balance sheet and proven ability to access the capital markets.  We believe the combined energy assets of Raisama and Peak are highly complementary and the financial, strategic and market benefi ts of the merger are compelling.

Your board of directors has unanimously recommended that the Peak shareholders accept the offer in the absence of a superior proposal.   By accepting the offer, you will, subject to the terms and conditions of the offer, receive 15 Raisama shares for every 11 Peak shares you hold. Based on the last traded price of Raisama shares, immediately prior to the announcement of the offer, the offer represents an implied value of approximately 27 cents per Peak share. Based on the closing price of Raisama shares (26 cents) on 3 February 2011 (the day before the date of this Bidders Statement) the offer values a Peak share at 35.45 cents.

www.raisama.com.au

www.peakoil-gas.com

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

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ASX Company News: Mantra Resources Receives Takeover Offer

Thursday, December 16th, 2010

Mantra Resources Limited (MRU) is pleased to announce it has received an all-cash offer from ARMZ Uranium Holding Co. to acquire all of the issued shares in Mantra for A$8.00 per share via a Board recommended Scheme of Arrangement under the Australian Corporations Act. This values Mantra at approximately A$1.16 billion. The offer also values Mantra at US$10.26 per pound of resource, which is significantly higher than other substantial uranium developers. The cash offer enables Mantra shareholders to realise immediate value for their Mantra shares and reflects the size, strategic nature and near-term development potential of the Mkuju River Project uranium deposit.

Peter Breese, CEO of Mantra, said “This clean, all-cash offer from ARMZ is compelling and reflects both the strategic significance of this asset as well as the current status of the project against the backdrop of a recent spike in the uranium price. The offer crystallises immediate value for Mantra shareholders, providing them with the certainty of cash.” “Mantra’s flagship asset, the Mkuju River Project, is a world class deposit. Our offer for Mantra demonstrates this by providing Mantra shareholders with the opportunity to realise a cash consideration at a premium value. We believe Mantra will complement our portfolio of assets and is consistent with our stated strategy of acquiring low cost, long life, geographically diverse assets.” said Vadim Zhivov, Director General of ARMZ.

Mantra (MRU) is an emerging uranium producer, focused on aggressively pursuing the development of its flagship asset, the Mkuju River Project in Tanzania, in order to fulfil its strategic objective of becoming a significant uranium producer in the near-term. ARMZ is the world’s fifth largest uranium producer with operating mines in Russia and, through its strategic ownership of shares in Uranium One, in Kazakhstan and the United States. AMRZ is wholly owned by the State Atomic Energy Corporation, “Rosatom”, the Russian State Corporation for Nuclear Energy which consolidates all nuclear assets of the Russian Federation.

www.mantraresources.com.au

www.armz.ru/eng

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

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ASX Company News: Stilring Minerals To Acquire Cape Lambert Resources

Monday, November 8th, 2010

Stirling Minerals Limited (SMZ) is pleased to announce that it has entered into an agreement to acquire 100% of the issued share capital of DMC Mining from Cape Lambert Resources Limited (CFE) (Acquisition).   DMC Mining’s principal asset is the Mayoko Iron Ore Project (Mayoko Project) located in Republic of Congo (RoC). As required by ASX, the board of directors has resolved to seek shareholder approval to, inter alia, change the nature and scale of its activities to an exploration and mining company, concentrating on the iron ore sector in RoC.

On the receipt of all relevant shareholder approvals, the Company will acquire 100% of the issued capital of DMC Mining in consideration for:

(a) the issue of 120,000,000 fully paid ordinary shares in the capital of the Company (Shares) (on a post‐Consolidation basis (as defined below)) to Cape Lambert (Consideration Shares) which shall be escrowed for a period of 12 months from the date of issue in accordance with ASX Listing Rules; and

(b) the payment of A$47,000,000 cash to Cape Lambert, (together, the Consideration).

In addition to the Consideration, the Company has agreed to grant Cape Lambert a royalty of $1 per tonne of iron ore shipped from the Mayoko Project.

Completion of the Acquisition is subject to a number of conditions precedent, including:

(a) the Company completing financial and legal due diligence on DMC Mining;

(b) Cape Lambert completing financial and legal due diligence on the Company;

(c) the Company obtaining all necessary shareholder approvals required by the Corporations Act and the ASX Listing Rules in relation to the Agreement;

(d) the Company completing a placement of Shares to raise not less than $96,000,000; and

(e) the Company receiving conditional approval to be requoted on ASX and for the Consideration Shares to be admitted to ASX.

On completion of the Acquisition, all members of the current Board members will resign and nominees of Cape Lambert and DMC Mining will be appointed to the Board.  The Company intends to convene a general meeting of its shareholders in the near future to seek all necessary approvals for the Acquisition and associated Capital Raising.  Further details of the terms of the Acquisition and the Capital Raising will be set out in the Notice of Meeting to be despatched to shareholders as soon as possible.

www.stirlingminerals.com.au

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

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