29/10/2020 - 12:00

Cardinal takeover saga continues

29/10/2020 - 12:00

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Russian miner Nordgold has extended its offer to buy Perth-based Cardinal Resources, one day after matching the off-market proposal from China’s Shandong Gold.

Cardinal takeover saga continues
Nordgold has extended its on-market takeover offer for Cardinal until November 20. Photo: Shane McLendon

Russian miner Nordgold has extended its offer to buy Perth-based Cardinal Resources, one day after matching the off-market proposal from China’s Shandong Gold.

Cardinal shareholders now have two ways in which they can accept the Nordgold offer: either on-market or off-market on the terms of $1 per Cardinal share.

Nordgold's off-market bid matches Shandong’s last proposal, from September.

Meanwhile, the on-market bid from Nordgold has been extended to November 20, while Shandong’s offer is scheduled to close on December 31.

The Cardinal board has been reluctant to recommend an offer from Nordgold, suggesting that a deal with the Russian goldminer could be subject to regulatory issues and slow down the development of Cardinal’s 5.1-million ounce Namdini gold project in Ghana.

Nordgold recently alleged Cardinal had acted in a misleading and deceptive manner towards shareholders, having escalated the matter twice to the Australian Takeovers Panel.

Its first application concerned a statement made by Shandong on October 19.

The statement read Shandong’s $1 per Cardinal share offer was “best and final” in the absence of a superior proposal at the time.

Shandong later that day clarified its statement, noting “potential ambiguity”.

Nordgold, which controls 28 per cent of Cardinal’s shares, has withdrawn the application.

It has since made a second application to the Takeovers Panel, alleging another announcement from Shandong, dated October 26, was “materially misleading”.

In its announcement, Shandong said it would up its bid to $1.05 per Cardinal share if a higher competing offer was announced.

Nordgold said, following months of bidding against Shandong, that it was not credible to suggest a potential third party would emerge and overbid the $1 per share offer price.

“Based on its entirely hypothetical scenario, Shandong has represented that its offer should be preferred to Nordgold’s,” the Russian miner said.

“Shandong and Cardinal are misleadingly and inaccurately attempting to create the impression that Shandong’s unconditional best and final A$1.00 per share bid is in some way to be preferred to Nordgold’s unconditional best and final A$1.00 per share bid.

“These attempts may also cause on-market trading in Cardinal shares to take place on a misinformed basis.”

Cardinal is yet to make an announcement on Nordgold's latest off-market proposal.

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