03/12/2010 - 09:14

Equinox ups ante in Citadel takeover

03/12/2010 - 09:14

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Equinox Minerals has declared its $1.25 billion takeover offer for Citadel Resource Group free of all defeating conditions if it receives an interest in Citadel shares of more than 50 per cent by December 16.

Equinox ups ante in Citadel takeover

Equinox Minerals has declared its $1.25 billion takeover offer for Citadel Resource Group free of all defeating conditions if it receives an interest in Citadel shares of more than 50 per cent by December 16.

Equinox currently holds an interest in Citadel of 20.5 per cent.

This includes acceptances recently received from all of Citadel's directors who hold shares and certain key Citadel shareholders.

Equinox made the takeover offer last month of one Equinox share for every 14.3 Citadel shares, as well as 10.5 cents in cash per share.

Citadel's main attraction is its Saudi Arabian Jabal Sayid copper-gold project, with an expected resource of 37.4 million tonnes at a grade of 2.2 per cent copper.

"The completion of the Offer will allow the Company to apply its technical expertise and financial strength to optimise development plans at the earliest possible stage,' Equinox said in a statement to the Australian Securities Exchange.

"We believe our Offer is very attractive to Citadel shareholders," said Equinox president and chief executive, Craig Williams.

"Citadel's assets are an excellent fit with Equinox's existing operations and the combination of our technical expertise and financial strength will allow us to create value for all shareholders.

"We encourage all Citadel shareholders to accept our Offer as soon as possible," he said.

 

 

 

See company statement below:

Equinox Minerals Limited (TSX and ASX: EQN) ("Equinox" or the "Company") announced today that it intends to declare its recommended takeover offer for Citadel Resource Group Limited ("Citadel") (the "Offer") free of all defeating conditions if Equinox receives an interest in Citadel shares of more than 50% on or before 5:00 p.m. Western Australia Standard Time on December 16, 2010.(1)

Equinox currently holds an interest in Citadel of 20.5%. This includes acceptances recently received from all of Citadel's directors who hold shares and certain key Citadel shareholders - these acceptances are irrevocable and cannot be withdrawn.

Equinox believes that it is in the interests of all shareholders for the Offer to be completed as soon as possible. The Jabal Sayid project is currently at a critical stage in its development and an extended Offer period may impact the project timetable and increase the risk of escalation in project costs. The completion of the Offer will allow the Company to apply its technical expertise and financial strength to optimise development plans at the earliest possible stage.

Equinox President and Chief Executive, Craig Williams, said, "We believe our Offer is very attractive to Citadel shareholders. Citadel's assets are an excellent fit with Equinox's existing operations and the combination of our technical expertise and financial strength will allow us to create value for all shareholders. We encourage all Citadel shareholders to accept our Offer as soon as possible."

The Citadel board in its Target Statement dated November 25, 2010 reiterated its unanimous support for Equinox's Offer in the absence of a superior proposal.

Equinox also intends to reduce the time by which it provides the consideration under the Offer to seven (7) business days from the later of the date that the Offer is declared unconditional and the date that Equinox receives a valid acceptance from a Citadel Shareholder. This means shareholders will receive their Offer consideration before year end, provided acceptances are received on or before December 16, 2010 and the Offer is declared unconditional.(2)

Equinox encourages all shareholders to accept the Offer now but recognizes that there may be some shareholders who are either not willing or able to accept the Offer before it becomes unconditional. Equinox therefore intends to implement an institutional acceptance facility ("Acceptance Facility"), which will be operated by Computershare Investor Services Pty Ltd and open to professional investors. Valid instructions deposited into the Acceptance Facility do not constitute acceptance of the Offer but will be taken into account by Equinox in determining whether to declare the Offer free of all defeating conditions.

(1) Subject to there being no breach in Offer conditions in the intervening period.
(2) Other than Ineligible Foreign Shareholders and accepting shareholders who elect to participate in the Sale Facility. Such shareholders will receive $0.105 cash within 7 business days of acceptance for each Citadel share held and a separate cash amount at a later date from the sale of the Equinox securities that the shareholder would otherwise have been entitled to under the Offer.

STANDING BY BUSINESS. TRUSTED BY BUSINESS.

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