Xstrata Queensland, a wholly owned subsidiary of Xstrata, has announced its intention to make an all cash offer to acquire all of the issued and outstanding shares in Indophil Resources NL for $1 per share, valuing Indophil at $426 million.
Xstrata’s cash offer is priced at a 28% premium to the closing price of $0.78 per Indophil share on the Australian Securities Exchange and a 29% premium to the volume weighted average price of Indophil shares over the last month on the ASX.
The Offer will be financed through Xstrata’s existing credit facilities and cash on hand.
Xstrata Copper chief executive Charlie Sartain said the offer represents a highly attractive premium to Indophil’s current share price and gives its shareholders an immediate opportunity to realise a cash value for their investment, without the risks inherent in developing a project of this scale.
“The decision by Indophil’s largest shareholder, Lion Selection, to accept Xstrata’s offer in respect of 17.76% of the shares in Indophil confirms the attractive value of the proposition offered,” he said.
Indophil’s flagship asset is its 34.23% interest, with a right to acquire an additional 3.27%, in the Tampakan copper project in the southern Philippines.
Xstrata Copper has management control and holds 62.5% of the issued common shares in Sagittarius Mines, the holder of the project.
The Offer will be subject to certain customary conditions, including obtaining a relevant interest in 90% of Indophil’s shares and Indophil’s securities convertible into shares; no objection to the acquisition by Australia’s Foreign Investment Review Board; the absence of a material adverse change with respect to Indophil’s business and assets; and no “prescribed occurrences” as listed in section 652C of the Corporations Act 2001 (Cwlth).
In addition, the offer will be conditional on the 50.1% minimum acceptance condition in the Indophil takeover offer for Lion Selection not being satisfied or waived or Indophil not declaring its offer for Lion Selection to be unconditional.