On August 5, 2022, OZ Minerals Ltd. received an unsolicited, conditional and non-binding indicative proposal from BHP Group Ltd. to acquire all shares in OZ Minerals for A$25/share in cash via a scheme of arrangement. The $5.8 billion proposal was subject to a number of conditions including the completion of extensive financial, legal, technical and operational due diligence over a 6-week timeframe.
With the assistance of its financial and legal advisers, the OZ Minerals Board said it carefully assessed the proposal and rejected it unanimously as it significantly undervalues OZ Minerals.
“We have a unique set of copper and nickel assets, all with strong long-term growth potential in quality locations,” OZ Minerals Managing Director and CEO Andrew Cole said. “We are mining minerals that are in strong demand, particularly for global electrification and decarbonization and we have a long-life resource and reserve base. We do not consider the proposal from BHP sufficiently recognizes these attributes.”
OZ Minerals describes its core business as a portfolio of copper and nickel assets, located in Tier-1 mining jurisdictions with long mine lives, first quartile cost positioning and extensive strategic optionality. The company also said its assets have low carbon intensity relative to its peers with a defined and market-leading plan for further decarbonization to meet targets of net zero Scope 1 and 2 operational emissions by 2030. OZ Minerals’ growth projects, which include the West Musgrave Project, the Carrapateena Block Cave and the Prominent Hill Extension are expected to generate significant production growth over the next five years.
“Our proposal represented compelling value and certainty for OZ Minerals shareholders in the face of a deteriorating external environment and increased operational and growth-related funding challenges,” BHP CEO Mike Henry said. “We are disappointed that the OZ Minerals Board has indicated that it is not willing to entertain our compelling offer or provide us with access to due diligence in relation to our proposal.”