Posts Tagged ‘Takeover Offer’

    • 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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    ASX Company News: Vector Resources To Takeover Golden Iron

    Monday, November 8th, 2010

    Vector Resources (VEC) announced the intention to takeover Golden Iron with shareholders receiving one (1) Vector Share for every two (2) Golden Iron Shares held.

    The bid by Vector Resources provides Golden Iron Shareholders with the opportunity to be part of a quality ASX-listed company with the cash reserves and capital market expertise to realise the potential of Golden Iron’s projects.

    Vector Resources’ balance sheet has the capability to bring the Mt Dimer project to production phase whilst further advancing the Gwendolyn and other greenfields projects through the exploration stage to develop the full potential of the tenements.

    With a board composed of professionals from the corporate, financial and operational management fields, Vector Resources complements the expertise of Golden Iron’s board to bring the Company’s long-term vision to fruition.

    The Golden Iron Directors have unanimously recommended that, in the absence of a Superior Proposal, all Golden Iron Shareholders accept the Offer.  The Offer is subject to a number of conditions  including Vector Resources receiving acceptances with respect to at least 90% of Golden Iron Shares.

    The Offer is open for acceptance until 5.00pm on 13 December 2010, unless extended.

    www.vectorresources.com.au

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

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

    Monday, October 11th, 2010

    New Hope Corporation Limited (NHC) announces a $1.50 per share all-cash off-market takeover offer to acquire all the outstanding Northern Energy Corporation (NEC) shares not already owned by New Hope. The Offer values the total equity of NEC at $193 million. New Hope notes that its Offer represents a premium of 57.9% to $0.95, the closing price of NEC Shares on 29 September 2010, being the day prior to New Hope’s formal approach to NEC.

    New Hope Chairman Mr Robert Millner said: “We believe this to be a very attractive offer for NEC shareholders as it is at a substantial premium to NEC’s recent trading history. Our offer also provides certainty of value in what has been a volatile period for NEC shareholders. “Northern Energy is a coal exploration company and requires significant amounts of additional capital to develop its project pipeline.”

    New Hope is an independent, energy company which has open cut mines at Acland on the Darling Downs, and at Rosewood near Ipswich. The company focuses on niche marketing of its thermal coal and exports around 65% of coal production to Asia Pacific markets including Japan, Korea and Chile with the remainder being consumed by customers in south-east Queensland.

    www.newhopecoal.com.au

    www.northernenergy.com.au

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

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    ASX Company News: Tower Takeover Offer For Fidelity Life Assurance

    Monday, October 4th, 2010

    TOWER Limited (TAL) advises that it has filed a takeover notice, in accordance with the New Zealand Takeovers Code, of an offer to acquire 100% of the shares in Fidelity Life Assurance Company Limited. TOWER is offering $118 million being $82 per Fidelity share, comprising $55 in cash and $27 in the market value equivalent in TOWER shares. In accordance with the Takeovers Code, the earliest that TOWER can post and formally make the offer for Fidelity is 15 October 2010.

    TOWER Chairman Tony Gibbs said “Bringing together these two iconic New Zealand controlled life insurance companies underscores the service each has provided to New Zealand policy holders over a  long period, and will reinforce their ability to compete in an industry where most players are overseas owned.”

    TOWER is a financial services company listed on both the NZX and ASX, headquartered in Auckland. The operations of TOWER comprise the following core business units – TOWER Health & Life, providing health and life insurance to the retail and group markets in New Zealand; General Insurance, providing home, car and travel insurance to the retail and commercial markets in New Zealand and the Pacific Islands; and TOWER Investments, specifically wholesale and retail funds management, KiwiSaver, individual and group superannuation in New Zealand. Fidelity provides life insurance, personal protection, business insurance, and savings and investment products in New Zealand. The company also provides KiwiSaver superannuation products. Fidelity has its head office in Auckland and an underwriting centre in Wellington and sales offices in Christchurch and Tauranga. Fidelity Life was founded by Gordon and Shirley Watson in 1973 with a vision of a New Zealand owned and controlled life insurance company.

    www.tower.com.au

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

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    ASX Company News: AP Eagers Takeover Offer For Adtrans

    Thursday, August 5th, 2010

    A.P. Eagers (APE) announced that it intends to make a bid for all of Adtrans’ shares (ADG) under an offer which values each Adtrans share at $4.00 per share  plus the fully franked final dividend of $0.15 announced on 29 July 2010. This represents:

    • a premium of 12.7% to the closing price of Adtrans on the ASX on 4 August 2010 of $3.55; and
    • a premium of 15.7% to the one month volume weighted average price on the ASX prior to 4 August 2010 of $3.4587.

    A.P. Eagers currently owns approximately 27.9% of Adtrans. It’s most recent acquisition of Adtrans shares settled on 9 June 2010 at $3.50 per share.

    Adtrans’ independent directors have stated that they intend to unanimously recommend the bid to Adtrans’ shareholders, in the absence of a superior proposal, but subject to an independent expert, to be engaged by Adtrans, confirming that the offer is both fair and reasonable and subject to reviewing the formal offer document.

    Each of the independent directors has also stated that he intends to accept the offer in respect of all the Adtrans shares he controls, in the absence of a superior proposal, but subject to the independent expert’s report confirming that the offer is both fair and reasonable and subject to reviewing the formal offer document.  Entities associated with the independent directors’ control, in aggregate, 24.7% of Adtrans’ issued capital.

    Adtrans’ shareholders will have the following choice under A.P. Eagers’ offer:

    • (shares and cash) $2.00 cash (subject to the payment of a special dividend) for each Adtrans share plus 4 A.P. Eagers shares for every 25 Adtrans shares (which is the equivalent of 0.16 A.P. Eagers shares for each Adtrans share); or
    • (cash only) $4.00 cash for each Adtrans share (subject to the payment of a special dividend) they hold.

    The combined group will have 95 dealership locations representing 29 car brands and 7 truck brands.  A.P. Eagers’ Chairman, Ben Macdonald said, “Combining Adtrans and A.P. Eagers will be immediately earnings accretive for each issued A.P. Eagers share which will be achieved from a scale acquisition within the company’s core business.”  A.P. Eagers believes that operational synergies would flow from the proposal.  An independent expert will be giving to Adtrans’ shareholders its assessment of A.P. Eagers’ bid.

    www.apeagers.com.au

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

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    ASX Company News: Paladin Energy Takeover Offer For NGM Resources

    Thursday, July 22nd, 2010

    Paladin Energy Ltd (PDN) and NGM Resources Limited (NGM) are pleased to announce that Paladin intends to make an off-market scrip takeover offer for the shares it does not already own in minerals exploration company NGM.

    Paladin currently holds approximately 22.5% of NGM’s ordinary shares on issue, having recently acquired 4.3 million NGM shares at $0.09 per share. The consideration under the Offer will comprise one fully paid ordinary Paladin share for every 23.9 fully paid ordinary NGM shares that Paladin does not already own, implying a price of A$0.15 per NGM share based on the closing price of Paladin shares on the ASX on 20 July 2010 (being the last trading day prior to announcement of the Offer) of A$3.58. The Offer values NGM at approximately A$27.0 million and provides an attractive premium of 54% to the 5 day volume-weighted average price of NGM shares on the ASX on 16 July 2010 (being the last trading day in NGM shares prior to the announcement of the Offer).

    The proposed acquisition will represent a significant addition to Paladin’s portfolio of early stage uranium exploration projects and importantly will give Paladin a presence in a country with a long history of uranium production.

    NGM Director Robert Kirtlan said shareholders would retain exposure to any future success of the NGM projects, as well as benefit from Paladin’s broader portfolio of uranium projects in Australia and Africa. “Paladin is well positioned with a strong balance sheet and management expertise to fully exploit the world-class location of NGM’s uranium assets,” Mr Kirtlan said.

    NGM Resources Limited (NGM) is a diversified mineral exploration company focused on uranium and base metals. Headquartered in Perth, Western Australia, the company has uranium exploration projects in Niger, West Africa, and metal exploration projects in Madagascar, Southern Africa.

    www.paladinresources.com.au

    www.ngmresources.com.au

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

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    GUD Takeover Offer For Dexion

    Saturday, May 22nd, 2010

    GUD Holdings Limited (GUD) confirmed that it has signed a Takeover Bid Implementation Agreement (“Agreement”) with Dexion Limited (“Dexion”) under which, subject to the satisfactory completion of confirmatory due diligence, it would make an off-market takeover bid (“Offer”) to acquire all the issued shares of Dexion, a leading provider of solutions for the industrial and commercial storage markets in Australia, New Zealand, Asia and the Middle East.  Pursuant to the Agreement, the Dexion Board has agreed to recommend the Offer, in the absence of a superior proposal.

    As stated above, the proposed Offer is conditional upon the satisfactory completion of confirmatory due diligence on Dexion. Dexion has agreed to allow GUD four weeks to complete its due diligence and has granted GUD exclusivity for this period. At or before the end of the due diligence period, GUD will announce whether or not it will proceed with the formal Offer. Until that time, there is no certainty that a formal offer will proceed.

    The proposed Offer is at a price of A$0.80 cash per Dexion share, reflecting a 100% premium to the Dexion share price of A$0.40 at close of trade on 20 May 2010. This equates to an equity valuation and enterprise valuation (“EV”) for Dexion of A$84 million and A$109 million respectively, and represents an EV / EBITA multiple of 9.5x based on the midpoint of Dexion’s earnings guidance for the year ending 31 December 2010 as announced by Dexion at its AGM on 22 April 2010.

    GUD expects the acquisition, if it proceeds, will be earnings per share accretive in GUD’s first full year of ownership. GUD has the capacity to fund the proposed Offer using existing cash and committed bank facilities; however, it is currently in the process of determining its preferred acquisition funding mix.

    Commenting on the Agreement, GUD Chairman Mr Clive Hall said, “The rationale for the proposed Offer is clear and compelling, and provides benefits for both sets of shareholders.”  “For Dexion shareholders, the Offer represents an excellent price for their shares at what can only be regarded as an extremely attractive premium that provides certainty of value today.”

    www.gud.com.au

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    Campbell Brothers Takeover Offer For Ammtec

    Wednesday, May 19th, 2010

    Campbell Brothers Limited (CPB) today announced that its wholly owned subsidiary, Australian Laboratory Services Pty Ltd, intends to make a cash offer for all of the issued capital in Ammtec Limited (AEC), including any shares issued following the exercise of existing Ammtec options during the offer period (the Offer).  The Offer will also include an all share alternative, offering Ammtec shareholders the choice of accepting Campbell Brothers shares (rather than cash) as consideration for their Ammtec shares.

    Perth-based Ammtec is a leading metallurgical and mineral testing consultancy, having served the local and international mining industries since 1979. It is one of only a few comprehensive metallurgical testing firms globally, and currently operates laboratories in Western Australia, New South Wales, South Australia and Tasmania.

    Campbell Brothers intends to offer Ammtec shareholders cash consideration of $3.35 per share, representing a 33% premium to the closing price of $2.51 per share on 18 May 2010 and a 24% premium to the 30 trading day volume weighted average price (VWAP) of $2.71 per share up to, and including, 18 May 2010.  The Offer values Ammtec’s equity, on a fully diluted basis, at approximately $123 million.  Campbell Brothers believes the Offer represents a highly attractive multiple of 19.0 times Ammtec’s after tax earnings for the year ended 30 June 2009. The Offer also represents an enterprise value to EBITDA multiple of 9.5 times for the same period.

    For Ammtec shareholders who determine to accept the Offer and receive Campbell Brothers shares (rather than cash) as consideration, the actual number of Campbell Brothers shares which they will receive if they accept the Offer (and it becomes unconditional) will be 2 Campbell Brothers shares for every 17 Ammtec shares held.

    Greg Kilmister, Campbell Brothers’ Managing Director commented: “The acquisition of Ammtec will provide Campbell Brothers with the opportunity to roll-out Ammtec’s specialized testing capability globally and to leverage the combined expertise of both companies to pursue new business initiatives.  It builds on Campbell Brothers recent acquisitions of PearlStreet and Ecowise, and represents a further diversification and deepening of our testing capabilities through a significant extension of our service offering to the local and international mining industries.

    The Offer will be subject to a limited set of conditions including confirmation of Ammtec’s earnings for the year ending 30 June 2010 and a minimum 90% acceptance condition.  Importantly, the Offer will not be subject to any finance conditions.  A formal Bidder’s Statement is expected to be lodged with the Australian Securities and Investments Commission (ASIC) shortly.

    www.campbell.com.au

    www.ammtec.com.au

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