Mineral sands miner Bemax Resources Ltd, which has extensive operations in Western Australia's South West, has recommended that shareholders accept a $301 million takeover offer.
Mineral sands miner Bemax Resources Ltd, which has extensive operations in Western Australia's South West, has recommended that shareholders accept a $301 million takeover offer.
Private Saudi Arabian company The National Titanium Dioxide Company Ltd, which trades as Cristal, already has a 34.5 per cent stake in Brisbane-based Bemax, which owns the Cable Sands mineral sands operation in WA.
Cristal's move on Bemax follows its 2007 acquisition of the Millennium Inorganic Chemicals titanium dioxide pigment business for US$1.3 billion.
Millennium also has major operations in WA, with about 400 employees at its plant at the Kemerton industrial park near Bunbury.
Cristal said it intends to use Bemax increasingly to supply feedstock to its existing Millennium operations in Western Australia.
"The proposed acquisition of Bemax is a strategic investment and will provide key support to the development of the existing Australian operations of the Millennium business," Cristal said in a statement.
"If its Offer is successful, Cristal intends to continue Bemax's current operations as it has no mineral sands expertise of its own in Australia. Following a review of Bemax's business, it will look to combine the Millennium and Bemax businesses activities where appropriate."
A Bemax statement is pasted below:
The Offer
Bemax Resources Limited (Bemax) yesterday received from The National Titanium Dioxide Company Ltd (Cristal) a takeover offer (Offer) for all of the shares in Bemax in which Cristal does not have a relevant interest.
Cristal presently holds 325,397,725 shares in Bemax representing 34.54% of the shares in Bemax.
Cristal through its wholly owned subsidiary Cristal Australia Pty Ltd ACN 102 888 559 has offered $0.32 cents per share, which values Bemax on a fully diluted basis at $301 million.
Cristal has advised that the Offer Price represents a 45.4% premium to the closing share price on Friday 23 May 2008.
The Cristal Offer is subject to a number of conditions, including a 90% minimum acceptance.
Independent Expert
Bemax has appointed Lonergan Edwards to provide a report as to the fairness and reasonableness of the Offer.
Directors Recommendations
Each of the Directors of Bemax has reviewed Cristal's conditional Offer and confirm that they unanimously recommend, in the absence of a superior offer, that the Shareholders accept the Offer of $0.32 cents per Bemax share, provided that Lonergan Edwards determine that the Offer is fair and reasonable.
Bemax will advise the closing date of the Offer in due course.
An early acceptance of the Offer will not result in an entitlement to be paid earlier. Accordingly, Bemax shareholders will only be entitled to receive cash for their Bemax shares once the Offer becomes unconditional.
Each of the Bemax Directors intends to accept the Cristal Offer, in the absence of a superior proposal.
Bemax will now commence preparation of Bemax's Target Statement which will be provided to all shareholders with the report by Lonergan Edwards.
The Directors encourage you to consider in due course, the whole of Bemax's Target Statement, together with the Bidder's Statement and obtain advice from your legal, financial or other professional adviser if you are in any doubt as to what you should do.
Advisers
Bemax has appointed Morgan Stanley and Hopgood Ganim Lawyers to advise Bemax in relation to the Offer.
