West Perth-based Bonaparte Diamond Mines has recommended shareholders accept Minemakers all-scrip takeover offer after an independent expert deemed the offer fair and reasonable.
Minemakers has offered one of its shares for every 10 Bonaparte shares held, valuing the deal at just over $9.1 million at current share prices.
At 11:14 AET today, Minemakers shares dipped two cents to 48 cents while Bonaparte shares were unchanged at 4.2 cents.
BDO Kendalls was appointed by Bonaparte to evaluate the offer.
BDO said the merging of both companies' phosphate assets, located in Australia and Africa, will provide improved opportunities and broader access to global equity markets for raising funds.
Minemakers is currently advancing its Wonarah phosphate project in the Northern Territory while Bonaparte is exploring for the commodity in Namibia.
The offer is due to close on April 28.
The announcement is below:
The Board of Bonaparte Diamond Mines NL ("Bonaparte" or "the Company") (ASX:BON) advises that the Company has lodged the Target Response Statement in relation to the takeover bid announced by Minemakers Limited on 5 March 2009 for all of the shares in Bonaparte.
The appointed Independent Expert, BDO Kendalls, has concluded that the Offer is fair and reasonable.
On consideration of relevant factors including the Independent Expert's opinion and global markets, the Independent Directors of Bonaparte have recommended that the Minemakers' Offer should be accepted, in the absence of a superior proposal.
The primary reasons for this recommendation are:
- The Minemakers' Offer is concluded to be fair and reasonable by independent experts.
- Merging of the Bonaparte phosphate assets with those of Minemakers provides for formation of a larger, geographically diversified phosphate producer (should both projects be advanced to production) with improved opportunities and broader access to global equity markets for raising funds to support development of both flagship phosphate projects.
- There is potential for improved liquidity for shareholders.
- There is access to additional exploration assets and diversity of risk.
The Offer Period is currently due to close on 28 April 2009. There are risks with either accepting or rejecting the Offer. The Directors recommend that you read the Target Statement in full and seek independent advice if you have any queries in respect of the Minemakers' Offer.