Brightstar Resources has agreed to acquire all the issued ordinary shares and options in Linden Linden Gold Alliance, through an unanimously recommended off-market scrip takeover offer.
Linden is an Australia-based gold producer, developer, and explorer with significant landholding in the South Laverton Goldfields in Western Australia.
Under the terms of the Bid Implementation Agreement (BIA), Linden shareholders will receive 6.9 Brightstar shares for every Linden share held.
Also, Linden shareholders will receive 6.9 Brightstar options for every Linden option held, equating to an implied offer price of 11.04 cents per share.
The unlisted options held by the Linden option holders, if not exercised into ordinary shares before the Offer closes, will be exchanged for unlisted options in Brightstar.
The offer implies an undiluted equity value for Linden of around $23.7m.
Brightstar managing director Alex Rovira said: “This is an outstanding transaction for both Brightstar and Linden shareholders and aligns with our strategy of becoming a mid-tier gold producer in the near term.
“This combination will create a gold producer and development company with a material resource base, synergistic operations, strengthening in-house operational expertise and a strong balance sheet that will drive development and growth.
“We would like to thank the Linden Board and their major shareholders for their support and note the Board of Linden unanimously recommends this compelling Offer in the absence of a superior proposal.”
Upon implementation of the offer, Brightstar shareholders will hold 62% and Linden shareholders will hold 38% ownership of the combined company.
Linden’s Board of Directors unanimously recommended that Linden shareholders and optionholders accept the offer, in the absence of a superior proposal.
Australia-based gold mining company St Barbara has signed a pre-bid acceptance agreement with Brightstar to accept the offer in respect of its existing 19.8% holding in Linden.
Linden`s major shareholders and their associated entities, Mako Mining, Mine Trades and Maintenance-Electrical (MTM) and Blue Capital Equities (BCE) intend to accept the offer.
Brightstar said that the merger is aligned with its strategy to become a mid-tier gold producer from two of West Australia’s most prolific regions, Laverton and Menzies.
Linden managing director Andrew Rich said: “Brightstar’s team and assets are highly complementary to Linden’s, and we believe the combination will unlock material synergies to the benefit of all shareholders.
“The Offer provides Linden shareholders with a range of benefits, including exposure to a liquid, growing ASX-listed gold producer, a strengthened balance sheet and the ability to utilise Brightstar’s existing infrastructure and resource base.
“The Board of Linden unanimously recommends the Offer and encourages all shareholders to accept the Offer in the absence of a superior proposal.”
