Following a four-week period of due diligence, OZ Minerals entered into a Scheme Implementation Deed (SID) with BHP Lonsdale Investments Pty Ltd (BHP), a wholly owned subsidiary of BHP Group Limited, under which it is proposed that BHP will acquire 100% of the shares in OZ Minerals by way of a scheme of arrangement.
If the scheme is implemented, each OZ Minerals shareholder will receive a cash amount of A$28.25 per OZ Minerals share, implying an enterprise value for OZ Minerals of approximately A$9.6 billion. BHP has stated that the offer price represents the best and final price it is willing to offer, in the absence of a competing proposal.
The scheme is subject to various conditions including approval by OZ Minerals shareholders at a meeting of shareholders expected to be held in late March to early April 2023.
OZ Minerals’ board has unanimously recommended that shareholders vote in favor of the scheme.
“The Scheme provides OZ Minerals shareholders with an opportunity to realize certain value for their OZ Minerals shares at a compelling premium,” OZ Minerals Managing Director and CEO Andrew Cole said. “This offer price represents a 49.3% premium to the un-
disturbed share price prior to BHP’s initial proposal.” BHP said its offer is best and final, in the absence of a competing proposal.
The OZ Minerals Board said it believes that BHP’s offer appropriately reflects the quality, growth profile and strategic nature of OZ Minerals’ long-life copper and nickel assets.
Cole said the OZ Minerals team will work closely with all of our stakeholders, including our employees, customers, suppliers and the traditional owners of the land on which we operate, to ensure their interests are prioritized should the transaction proceed.
“The OZ Minerals Board has been focused on ensuring we deliver value to all of our stakeholders,” OZ Minerals Chairman Rebecca McGrath said. “The OZ Minerals Directors formed the view that, on balance, the combination of value and certainty offered by the cash scheme consideration is likely to deliver a superior outcome for OZ Minerals shareholders now compared to what would otherwise be available, on a risk-adjusted basis, if OZ Minerals continued to operate as a standalone entity.”