Aurum Resources Ltd (ASX:AUE) has declared its off-market takeover offer to acquire all of the ordinary shares in Mako Gold Ltd (ASX:MKG) to be best and final and will not increase the offer consideration.
As a result, the offer of one Aurum share for every 25.1 Mako shares is now unconditional with Aurum holding at least 86.77% of all Mako shares.
Expiry date
The offer is due to expire at 7:00 PM (Sydney time) on January 31, 2025, and there is no guarantee that the offer will be further extended.
If Mako shareholders do not accept the offer on or before that time they face the risk of being minority shareholders in Mako with reduced influence in the running of the business.
In this scenario, decisions made in respect of the business of Mako under the control of Aurum may impact those Mako shareholders who do not accept the offer.
Furthermore, Aurum’s controlling position may affect the liquidity of the minority shareholders in Mako, which may make it more difficult for minority shareholders to sell their Mako shares at an attractive price.
With Aurum holding at least 86.77% of all shares in Mako, it has appointed a majority of the board of directors of Mako.
Nearing compulsory acquisition
Should Aurum acquire 90% of Mako, it intends to proceed to compulsory acquisition of the remaining Mako shares and have Mako removed from the ASX. Should this occur, the receipt of bid consideration will be delayed relative to accepting the offer.
Mako shareholders who choose to accept the offer will be issued their offer consideration within 15 business days of acceptance and Mako’s board has unanimously recommended that remaining shareholders accept Aurum’s offer without delay, in the absence of a superior proposal.
The offer has the full support of the independent Mako directors who have provided acceptances in respect of all shares held or controlled by them.
As Aurum has obtained at least 80% of Mako’s ordinary shares, Mako shareholders who have accepted the offer may now be entitled to capital gains tax scrip for scrip rollover relief.
Shareholders who would otherwise have a capital gain on their Mako shares can choose to apply CGT rollover relief. The rollover operates to defer a capital gain that would otherwise arise for Mako shareholders pursuant to the offer.