Cyprium Metals Ltd (ASX:CYM, OTC:CYPMF) has advised shareholders to take no action with regard to an indicative non-binding offer (NBIO) from Appian (NASDAQ:APPN) Capital Advisory LLP to acquire 100% of the issued share capital of the company at an indicative offer price of A$0.035 cash per share.
Following careful consideration, the Board of Directors of Cyprium, a copper developer focused on revitalising the Nifty Copper Complex in the Paterson region of Western Australia, rejected the NBIO.
In doing so, the board said the NBIO offer, which was received by the company on November 26, 2024, was “not considered to be in the best interests of all Cyprium shareholders”.
Does not reflect value
In consultation with advisers, the board gave careful consideration to the contents of the NBIO and determined that the NBIO price does not reflect Cyprium’s inherent value and progressing the NBIO would not be in the best interests of shareholders.
These considerations took into account the Nifty Copper Complex Pre-Feasibility Study (PFS) which contains substantial information, including important project and financial metrics commonly used for benchmarking value.
NBIO conditions
The board also gave consideration to the conditionality of the NBIO, which included numerous conditions.
These included an exclusive due diligence period, unanimous board approval, securing binding support from major shareholders, a 90% minimum acceptance condition, Foreign Investment Review Board approval, finalisation of implementation agreements, no disposals of properties, amongst other items.
Accordingly, Cyprium has the view that “some of the conditions outlined in the NBIO could be difficult to satisfy and others had the potential to delay or eliminate active pursuits by the company to create additional value from Cyprium’s valuable asset portfolio”.
Cyprium appointed King & Wood Mallesons as its legal adviser.
The company remains focused on progressing its activities to maximise value for shareholders.