Australia-based OZ Minerals’ shareholders have voted in favour of BHP’s scheme implementation deed (SID) to acquire all the share capital of the former in a deal worth A$28.25 ($19) per share.
BHP has secured 98.33% of the votes in favour of the deal which represents an enterprise value of A$9.6bn ($6.46bn) for OZ Minerals.
The SID was signed by BHP through its wholly-owned subsidiary BHP Lonsdale Investments in December 2022. It followed the recommendation of OZ Minerals’ board of a non-binding indicative proposal from BHP in November 2022.
In August 2022, OZ Minerals turned down BHP’s A$8.34bn ($5.6bn) takeover bid citing that the proposed deal significantly undervalues its business.
Following the approval from OZ Minerals’ shareholders, the deal now awaits the decision of the Federal Court of Australia.
OZ Minerals chairman Rebecca McGrath and managing director and CEO Andrew Cole said: “Today’s strong endorsement from our shareholders enables the next chapter for OZ Minerals as, pending endorsement of the Court, we will become part of a major global mining company which values our strategy of creating value for stakeholders, enabled by our agile culture of inclusion, innovation and collaboration, as well as our portfolio of modern minerals operating assets and our pipeline of growth opportunities.”
The proposed deal also secured approval from Vietnam’s Competition and Consumer Authority earlier this week.
On the scheme becoming effective, OZ Minerals will pay a fully franked special dividend of A$1.75 ($1.18) per OZ Minerals share to its shareholders.
The transaction price indicates a 49.3% premium to OZ Minerals’ closing price of A$18.92 ($12.72) per share on 5 August 2022, and 59.8% to the company’s 30-day VWAP of A$17.67 ($11.88) per share on 5 August 2022.
BHP had previously stated the proposed deal will facilitate the creation of a copper basin in South Australia which could tap potential operational synergies driven by the proximity of OZ Minerals’ Carrapateena and Prominent Hill operations with its own existing Olympic Dam asset and Oak Dam development resource.
