In yet another twist to the ongoing takeover saga over Tethyan Copper Company Ltd, Antofagasta has increased its cash takeover offer for Tethyan to $1.40 per share, up from its original offer of $1.20 per share.
In yet another twist to the ongoing takeover saga over Tethyan Copper Company Ltd, Antofagasta has increased its cash takeover offer for Tethyan to $1.40 per share, up from its original offer of $1.20 per share.
The board of Tethyan recommends shareholders accept the Antofagasta offer in the absence of a superior offer and are advised to reject the Skafell Pty Ltd offer of $1.35.
Antofagasta has also reduced the number of conditions to its bid as detailed in the full announcement below.
Skafell is the takeover vehicle of Hong Kong asset management group Crosby Capital Partners.
At 930 WST, Tethyan's share price remained at $1.41.
Tethyan and Antofagasta announcements are below:
Tethyan Copper Company Ltd (ASX: TYC) is pleased to confirm that Antofagasta has announced an increase in its cash takeover offer for Tethyan to $1.40 per share.
A copy of Antofagasta's announcement is attached.
The board of Tethyan unanimously recommends that all shareholders accept the Antofagasta offer in the absence of a superior offer. The directors intend to accept the Antofagasta offer for all of the shares that they own or control on that basis.
The board is also very pleased to note that Antofagasta has reduced the number of conditions to its bid so that the material outstanding conditions are limited to:
Antofagasta acquiring at least 90% of Tethyan Shares; and
a novation agreement being entered into under which Tethyan is substituted for BHP Minerals International Inc as a party to the Chagai Hills Exploration Joint Venture Agreement and registration of Tethyan as the holder of interests in certain exploration licences in accordance with the Chagai Hills Exploration Joint Venture Agreement and the applicable minerals rules and laws of Pakistan.
Details of the other remaining conditions are set out in the attached announcement from
Antofagasta and its Supplementary Bidder's Statement which will be lodged today with the ASX.
Speaking today, the Managing Director of Tethyan, Mr David Moore, said "The board is delighted that Antofagasta has come forward with this higher offer, which represents an outstanding outcome for our shareholders. I am also very pleased that the protracted takeover process is now drawing to an end and I know that Antofagasta and Barrick will be
widely welcomed in Pakistan once this process is complete and they are able to start work at Reko Diq."
Tethyan will be issuing its formal Target's Statement recommending acceptance of the $1.40 Antofagasta offer early next week.
Tethyan shareholders are advised to reject the $1.35 Skafell offer.
For further information please contact the Tethyan Shareholder Information Line on:
From within Australia: 1300 558 531
From outside Australia: +61 3 9415 4224
Antofagasta increases cash takeover offer for Tethyan
London, 23 March 2006
Antofagasta PLC ("Antofagasta") announces that it has today reached agreement
with Tethyan Copper Company Limited ("Tethyan") to revise the terms of its takeover
offer for Tethyan ("the Offer") such that:
the offer price is increased to A$1.40 cash per Tethyan Share; and all remaining conditions of the Offer have been waived by Antofagasta, other than conditions relating to Minimum Acceptance, Options, Prescribed Occurrences, Other Regulatory Approvals and Material Acquisitions, Disposals and Commitments.
The Offer represents an increase of 17% over Antofagasta's original offer price of
A$1.20 per share and is 5 cents per share higher than Skafell Pty Ltd's hostile offer.
Antofagasta has the full support of its proposed joint venture partner, Barrick Gold, in relation to the Offer.
The Board of Tethyan has unanimously recommended that shareholders should
accept the Offer in the absence of a superior offer emerging and has indicated that the Tethyan directors will be accepting the Offer for all of their holdings of Tethyan Shares they own or control on that basis.
Marcelo Awad, CEO of Antofagasta Minerals S.A., stated, "Antofagasta's offer is the highest offer for Tethyan in the market and is the only offer unanimously recommended by the Board of Tethyan. It represents a very attractive price for Tethyan shareholders and I would encourage all shareholders to accept the Offer as soon as possible"
Antofagasta currently owns 14.85% of Tethyan's issued share capital. Antofagasta wishes to confirm that, under no circumstances will this shareholding be tendered into Skafell's offer, whilst it remains subject to a 90% acceptance condition. This means that Skafell's offer as it currently stands is not capable of succeeding.
Antofagasta also notes that under its agreement with BHP Billiton it may, at its
option, purchase the claw-back right over certain Tethyan mineral interests at any time during the currency of its offer (following the satisfaction or waiver of its Other Regulatory Approvals condition). If Antofagasta purchases the claw-back right it would have the right to acquire 70% of Tethyan's economic interest in the Western Porphyries, which currently hosts the vast majority of the contained copper-gold resource at Reko Diq.
Rothschild is advising Antofagasta in relation to this transaction.
