Minemakers has offered 9 shares for every 10 UCL shares held, implying a value of 30.2 cents per share, based on the company’s closing share price of 33.5 cents from February 10.
Perth-based Minemakers currently holds a 13.1 per cent stake in UCL.
The two companies are joint venture partners in the Sandpiper marine phosphate project in Namibia.
Minemakers executive chairman Andrew Drummond said the acquisition would place the combined entity in a stronger position to obtain project financing to accelerate development of the Sandpiper project.
“There are compelling benefits to UCL shareholders who accept the offer,” Mr Drummond said in a statement to the ASX.
“UCL shareholders will realise a substantial premium, enjoy the associated advantages of being shareholders in a much larger and more liquid company, and benefit from diversifying their investment across Minemakers wider asset portfolio.”
UCL chairman Ian Ross wrote to shareholders today advising them not to accept the offer, calling it opportunistic and not in the best interests of the company.
The offer remains subject to 50 per cent minimum acceptance and Namibian Competition Commission approval.
Minemakers is being advised by Azure Capital, while Corrs Chambers Westgarth is its Australian legal adviser.
At 1:00PM (WST), Minekakers shares had dropped 4 cents, to trade at 29.5 cents, while UCL stocks had gained 6.5 cents, to trade at 25.5 cents.