Nordgold files Takeovers Panel application against Cardinal

Nordgold has claimed to the Takeovers Panel that Cardinal Resources has been misleading about its shareholder intentions to accept or reject a takeover bid.

Shandong Gold Mining and Nordgold have been locked in a bidding war to take over Cardinal, which has encouraged its shareholders to accept Shandong’s offer of $1 per Cardinal share, lodged on October 19.

According to the takeovers panel, the $1 share price offer was described as “best and final in the absence of a higher competing offer”.

On October 21, Norgold increased its $0.90 per share offer to $1 per share, with Shandong then stating two days later that its “best and final” offer would stand if there is no higher competing offer.

Shandong now intends to bid $1.05 per Cardinal share if a higher competing offer to its $1 offer is announced, and has intended to extend the offer period until December 31.

“Arrangements to formally extend the offer period will be made in due course,” Shandong stated.

Cardinal announced on October 30 that it had received 28 letters from shareholders intending to accept the Shandong offer.

Cardinal’s announcement also included a recommendation for its shareholders to accept Shandong’s offer and take no action in regards to Norgold’s offer.

According to Nordgold, Cardinal has “aggressively solicited, and continues to aggressively solicit, these shareholder intention statements”.

In its application to the Australian Takeovers Panel, Nordgold claimed that Cardinal had been “misleading and deceptive” in stating “each accepting shareholder is compelled under ASIC’s ‘truth in takeovers’ policy to accept the Shandong offer”.

Nordgold believes that the policy does not apply, and that the shareholder agreements suggest Shandong and Cardinal “were acting in concert, intended to either deliver control to Shandong, or cause Nordgold to increase its offer”.

Nordgold is currently Cardinal’s largest shareholder with a 28 per cent stake in the company.

“Cardinal shareholders now have the choice between two offers at A$1.00 per share which have both been declared best and final,” Nordgold stated in a separate announcement.

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