Posts Tagged ‘Takeover’

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

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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

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ASX Company News: APA Increases Cash Component Of Offer For HDF

Monday, August 20th, 2012

A subcommittee of independent directors of Hastings Funds Management Limited (HFML), as Responsible Entity for HDF advised that it has reviewed the APA Group’s (APA) increased takeover offer for HDF announced earlier.

Subject to meeting the other offer conditions as outlined in its announcement, APA’s increased offer is based on the level of ownership it achieves. If APA achieves ownership of 90 percent or more of HDF securities and becomes entitled to proceed to compulsory acquisition, its improved offer will increase by $0.18 cash to $0.80 in cash and 0.390 APA securities for each HDF security, or an implied value of $2.63 per HDF security based on yesterday’s closing price of $4.70 for APA securities.

If APA achieves ownership of more than 70 percent but less than 90 percent of HDF securities, APA’s offer is increased by $0.10 cash to $0.72 in cash and 0.390 APA securities for each HDF security, or an implied value of $2.55 per HDF security based on yesterday’s closing price of $4.70 for APA securities.  APA has noted further reductions in a number of conditions since the announcement of its initial offer. In particular, following discussions with its own financiers, APA now intends to waive the conditions of its offer relating to change of control and other matters pertaining to HDF’s financing arrangements.

As a result of their review of APA’s revised offer, the independent directors have advised Pipeline Partners Australia that APA’s revised offer is superior to Pipeline Partners Australia’s current all cash takeover offer of $2.43 per HDF security.  Pipeline Partners Australia has until midnight (AEST) on Tuesday, 21 August 2012 to either provide an equivalent or superior outcome for HDF Security holders relative to the revised APA offer, in accordance with the terms of the Takeover Bid Implementation Deed between HDF and Pipeline Partners Australia.

The independent directors have not, at this time, changed or withdrawn their unanimous recommendation of Pipeline Partners Australia’s offer. HDF will keep the market informed of developments as appropriate.

www.hfm.com.au

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ASX Company News: Hyro Limited Receives Better Offer From KIT digital

Tuesday, June 5th, 2012

Hyro Limited (HYO) refers to its announcements on 11 May 2012, 18 May 2012 and 29 May 2012 in relation to the Securities Purchase Agreement (SPA) with KIT digital Inc (KIT digital).  The Company is pleased to announce that Kit digital has made substantial improvements in its offer to Hyro and agreed to amend the SPA in regard to two aspects, both of which are of significant benefit to Hyro shareholders:

  1. Kit digital has agreed to increase the share price protection mechanism from $0.35 per Hyro share to $0.50 per Hyro share. As to the formula for the purposes of the share price mechanism, shareholders are referred to the ASX announcement of 18 May 2012 and should substitute for the Hyro share price $0.50 for $0.35 in that formula.  This change provides an effective floor for the share component of the purchase price of $0.50 per Hyro share.
  2. Kit digital has agreed to decrease the provision for the retention warranty from 20% of the purchase price, down to 10%. To the extent which the sale price is satisfied in Kit digital shares, this change provides for a lower amount to be retained to satisfy any warranty claims after the expiry of the escrow period, being 6 months after Closing.

In order to ensure all shareholders have adequate time to consider this information, the Company has decided to postpone the Annual General Meeting from Thursday 7 June 2012 to Friday 15 June 2012.

www.hyro.com

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ASX Company News: Heartware International To Merge With WorldHeart

Monday, April 2nd, 2012

HeartWare International, Inc. (HIN), which develops and manufactures miniaturized ventricular assist devices, and World Heart Corporation, which has been engaged in the development of left ventricular assist devices, announced today that they have entered into a definitive merger agreement under which HeartWare will acquire WorldHeart for consideration of US$8 million, which will be paid in shares of HeartWare common stock or cash, at HeartWare’s election.

“WorldHeart has been an important participant in the development of ventricular assist therapies for many years and has amassed over one hundred patents and patent applications. In line with our goal to be a leader in the VAD market for years to come, we believe that bolstering our patent portfolio and adding WorldHeart’s technologies broadens our options for the future,” said Doug Godshall, President and CEO of HeartWare. “While we are intensely focused on the FDA panel for our HVAD® System next month, and commencement of first-in-man studies for our MVAD® System mid-year, we look forward to integrating WorldHeart’s technologies and members of its talented team into our research efforts.”

HeartWare International develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat Class IIIB / IV patients suffering from advanced heart failure. The HeartWare® Ventricular Assist System features the HVAD® pump, a small full-output circulatory support device (up to 10L/min flow) designed to be implanted next to the heart, avoiding the abdominal surgery generally required to implant competing devices. HeartWare has received CE Marking for the HeartWare System in the European Union and TGA approval in Australia. WorldHeart is a developer of mechanical circulatory support systems based in Salt Lake City, Utah. WorldHeart’s registered office is in Delaware, USA.

www.heartware.com

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ASX Company News: Viterra Taken Over By Glencore

Thursday, March 22nd, 2012

Viterra Inc. (VTA) & Glencore International plc announced that they have signed a definitive agreement pursuant to which Glencore has agreed to acquire all of the issued and outstanding shares of Viterra for C$16.25 per share in cash by way of a court approved plan of arrangement.

Chris Mahoney, Director of Agricultural Products of Glencore said, “The acquisition of Viterra reflects our strong belief in the importance and future potential of the Canadian and Australian grain markets. This is an exciting opportunity to deliver the real benefits that can be generated through the combination of Glencore’s and Viterra’s respective assets, people and know-how to both farmers and customers in Canada, Australia and further afield.”

Glencore is one of the world’s leading integrated producers and marketers of commodities, headquartered in Baar, Switzerland, and listed on the London and Hong Kong Stock Exchanges. Glencore has worldwide activities in the production, sourcing, processing, refining, transporting, storage, financing and supply of Metals and Minerals, Energy Products and Agricultural Products.

Viterra is one of the world’s leading global agri-businesses and food ingredients companies. Operating three vertically integrated business segments of Agri-products, Grain Handling and Marketing, and Processing, the Company adds value and captures margin at numerous points along the food production value chain. With sourcing capabilities in multiple geographies and a marketing network spanning the globe,  Agrium Inc. is a major Retail supplier of agricultural products and services in North America, South America and Australia and a leading global Wholesale producer and marketer of all three major agricultural nutrients and the premier supplier of specialty fertilizers in North America through its Advanced Technologies business unit.

www.viterra.ca

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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: Resource Development Group To Acquire Intellect Systems

Friday, September 9th, 2011

Expanding mining services group, Resource Development Group Limited (RDG), announced that it has executed an option agreement to acquire Intellect Systems Pty Ltd, an electrical and control systems firm based in Perth with over 20 personnel. Established in 2005, Intellect Systems provides electrical engineering, control systems engineering and industrial information technology services to predominantly the mining and resources sector, ranging from feasibility studies through to project design, construction, commissioning and operations. Intellect Systems has capability across all aspects of electrical, control systems and communications design, software development, commissioning and training with an expert team of engineers, programmers, designers and site support staff.

Since incorporation, Intellect Systems has developed a solid client base, working with major clients who include BHP Billiton, St Barbara, Thyssen Krupp, EPIC Energy, Jemena and the Water Corporation. Intellect Systems have completed work predominantly in Australia in the mining and resources sector but also in the water, utilities and other sectors. The acquisition is expected to contribute approximately $3.5 – $4.0 million in revenue and $0.9 – $1.0 million in EBIT in FY12.  In acquiring Intellect Systems, the Company will pay $4 – $5 million consisting of approximately 75% shares and 25% cash.

“Intellect systems brings to Resource Development Group specialised electrical engineering and controls system expertise in the mining and resources sector, whilst also providing opportunities for further growth through cross selling with subsidiary business Engenium. This acquisition is part of a planned series of acquisitions which are in line with our stated strategy to build a vertically integrated mining services business. Whilst the acquisition is earnings per share accretive, Intellect Systems is also culturally aligned with Resource Development Group and its subsidiaries”.

www.resdevgroup.com.au

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

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ASX Company News: TPG Telecom To Acquire IntraPower

Friday, July 15th, 2011

TPG Telecom Limited (TPM) and IntraPower Limited (IPX) have entered into a Takeover Bid Implementation Agreement under which it is proposed that TPG acquire all of the shares in IntraPower via an off market takeover offer. Under the proposal an IntraPower shareholder will be able to elect to receive either $0.30 cash or $0.15 cash and 0.089 TPG shares per IntraPower share. The all cash alternative values IntraPower’s shares at approximately $12.8 million. The all cash alternative offers IntraPower shareholders a price per share which represents a 104% premium to IntraPower’s volume weighted average price for the past 3 months; and the cash and shares option offers IntraPower shareholders the opportunity to retain an interest in the enlarged business.

Directors of IntraPower including Greg Kennish, Chief Executive Officer, and Darc Rasmussen, Chief Operating Officer, have entered into Pre-Bid Acceptance Agreements with TPG over a portion of their respective shareholdings which gives TPG a relevant interest in 19.9% of IntraPower shares as at the date of this announcement. Executive Chairman of TPG, Mr David Teoh, said the transaction is a key step in TPG’s plans to widen its range of solutions to its business, corporate and government customers. “Following the expansion of its nationwide high- speed telecommunications infrastructure through the acquisition of PIPE .

IntraPower is a public company listed on the Australian Stock Exchange (IPX) and the leader in the provision of high-availability On-Demand Information, Communication, Technology & Telecommunications (ICT & T) services to commercial and government organisations in Australia. IntraPower’s speciality is ensuring that IT never distracts its clients from focusing on their core business. TPG Telecom Limited (TPM) is an innovative market leader in the Australian telecommunications industry, listed on the Australian Securities Exchange since 2001. In March 2010, TPG acquired Pipe Networks, providing TPG with access to an extensive Australian fibre optic network including the wholly owned Pipe Pacific Cable (PPC-1) link between Sydney and Guam with onwards connectivity to the USA and Japan. With sustained organic growth, the company has become a dynamic and integrated force providing innovative voice, internet and data solutions through one of the largest networks in Australia.

www.tpg.com.au

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

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ASX Company News: Foxtel To Acquire Austar

Friday, May 27th, 2011

AUSTAR United Communications Limited (AUS) announces that it has received an indicative, non-binding and conditional proposal from FOXTEL to acquire AUSTAR at a price of $1.52 in cash per share. The AUSTAR Board, including representatives of Liberty Global, Inc. (LGI), believes the value ascribed to AUSTAR is appropriate in the context of a change of control transaction.

AUSTAR  (AUN)  is  a  leading  provider  of  subscription  television  services  in regional  and  rural  Australia,  with  more  than  750,000  customers  enjoying  satellite  digital  television services. AUSTAR is also a significant provider of programming in the Australian television market through its 50% owned joint venture, XYZnetworks, which owns and/or distributes Nickelodeon, Nick Jr, Discovery Channel, Channel [V], [V]Hits, MAX, Arena, The Lifestyle Channel, Lifestyle Food, LifeStyle You, Country Music Channel and The Weather Channel. Liberty Global, Inc., the largest international broadband cable operator in terms of subscribers, holds an indirect controlling stake in AUSTAR.

www.austarunited.com.au

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

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