BHP has submitted a revised non-binding indicative proposal to acquire OZ Minerals by way of a scheme of arrangement for a cash price of A$28.25 per share.
The revised proposal follows the Australian miner’s rejection of an initial A$8.34 billion takeover bid by BHP in August where it offered A$25 per share. The new offer represents an enterprise value of A$9.6 billion for OZ Minerals.
It also allows OZ Minerals to consider paying a franked dividend to its shareholders prior to the transaction being implemented. The cash consideration price will be reduced by the cash component of any dividends or return of capital paid by OZ Minerals before the date of the implementation of the revised proposal.
BHP said the new offer “represents the best and final price BHP is willing to offer under the revised proposal, in the absence of a competing proposal.”
OZ Minerals board has agreed to grant BHP the opportunity to conduct due diligence for four weeks on an exclusive basis, and intends to unanimously recommend the revised proposal.
“The combination of BHP and [OZ Minerals’] 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,” said BHP CEO Mike Henry.