Mining giant BHP Group has signed a scheme implementation deed (SID) to acquire all of the shares in Australia-based copper miner OZ Minerals Limited (OZL), by way of a scheme of arrangement, for A$9.6bn ($6.4bn) at A$28.25 apiece.
This indicates a 49.3% premium to OZL’s closing price of A$18.92 a share on 5 August 2022.
The SID, which confirms the terms of scheme of arrangement, follows a non-binding indicative proposal made by BHP in November 2022.
On 18 November 2022, BHP made a cash offer of A$28.25 per share to OZL, 13% higher than its previous bid of A$25 per share that was dismissed by OZ Minerals in August 2022.
The SID execution follows the completion of a four-week exclusive due diligence period.
BHP CEO Mike Henry said: “The combination of BHP and OZL’s assets, skills and technical expertise provides a unique opportunity not available under separate ownership, with complementary resources including the Oak Dam exploration prospect and existing facilities within close proximity, backed by BHP’s strong balance sheet, capital discipline and commitment to sustainable development.”
The OZL board has unanimously recommended the shareholders to vote in favour of the offer if there is no superior bid.
Its shareholders are scheduled to meet in late March or early April 2022 to vote on the offer.
The SID implementation is subject to conditions including clearance from regulators in Brazil and Vietnam, OZL shareholders, and Australian court.
It also awaits the go-ahead from an independent expert conceding that the proposal is in the shareholders’ best interest.
OZ Minerals managing director and CEO Andrew Cole said: “The OZ Minerals Board believes that BHP’s offer appropriately reflects the quality, growth profile and strategic nature of OZ Minerals’ long-life copper and nickel assets.”