Azure Minerals Ltd (ASX:AZS, OTC:AZRMF), has fielded a joint A$1.7 billion takeover from lithium heavyweight Sociedad Química y Minera de Chile S.A. (SQM) and Hancock Prospecting, a private resource company controlled by Australia’s richest person Gina Rinehart.
The joint bidders, via SH Mining Pty Ltd, will either acquire 100% of the Perth-based lithium exploration company via a scheme of arrangement for $3.70 per share in cash or through an off-market cash takeover offer for $3.65 each if the former is unsuccessful.
Azure has entered into a new binding agreement with the bidders to facilitate the transaction, which has been unanimously recommended by Azure’s board and replaces an earlier $3.50-per-share offer by SQM in October.
Major shareholder support
The Creasy Group and Delphi Group, two of Azure’s major shareholders, have notified their intention to support the transaction, subject to no other superior proposal emerging.
The transaction is subject to limited conditions, including obtaining approvals from Australia’s Foreign Investment Review Board, Azure shareholders and specific competition laws.
Significantly, the joint bid is not subject to any financing or due diligence conditions nor any minimum acceptance condition.
Gina Rinehart.
“Fantastic outcome”
“The transaction delivers a fantastic outcome for Azure shareholders, including a significant uplift in value from the original SQM transaction despite elevated market volatility and the recent deterioration in lithium prices,” Azure managing director Tony Rovira said.
“The transaction also represents a great outcome for wider stakeholders in Andover, who will benefit from the significant financial strength and expertise of one of Australia’s largest and most well-respected mining and exploration companies, Hancock, combining with SQM to oversee the successful development of Andover.
“We encourage all Azure shareholders to support the transaction.”
Shareholders meeting in March
A shareholders’ meeting is expected to be held in March next year to approve the transaction and thereafter, if the customary court approval is also obtained, the scheme proposal will be implemented shortly after.
However, in the event that the joint bid is withdrawn or lapses for any reason, SQM will, in certain circumstances, be required to proceed with its proposed offer announced in October.
To read the full announcement, click here.