South Africa-based platinum group metals (PGMs) producer Northam Platinum has unveiled its plans to acquire the remaining stake in RBPlat at ZAR172.70 ($9.70) per share.
The company already owns a 34.52% stake in RBPlat, which could be increased to 37.8% with call options and a right of first refusal secured with the RBH group.
The purchase price represents a total consideration of ZAR50bn ($2.8bn) and marks a premium of about 15% to a previous offer made by Impala Platinum, earlier this month.
Northam, in a statement, said: “The offer price amounts to ZAR172.70 and is equivalent to the ZAR180.50 purchase price paid to RBH in November 2021, adjusted for the dividends subsequently declared by RBPlat in March 2022 (ZAR5.35) and August 2022 (ZAR2.45).”
Northam said that it would settle the transaction fully in cash, or a combination of cash and Northam shares, based on the acceptance level of the offer.
The company would fully settle in cash if RBPlat shareholders who jointly own less than 19.9% of the RBPlat shares accept its offer.
If RBPlat shareholders with more than 19.9% accept the offer, the company would reduce the cash portion, with settle the remaining consideration in Northam shares.
However, if all RBPlat shareholders accept the proposal, Northam would offer a minimum consideration of ZAR54.40 for each RBPlat share, with the remaining settled in Northam shares.
Furthermore, the cash consideration can be increased up to ZAR152.42 per RBPlat share if all RBPlat shareholders, apart from Implats accept the offer.
Northam chief executive officer Paul Dunne said: “The offer is aligned with Northam’s growth strategy and presents a unique opportunity to acquire a controlling interest in a scarce, high-quality ore body with established and well-capitalised infrastructure.
“We are confident in the rationale for all stakeholders in Northam and RBPlat, as well as the value unlock and value creation opportunities underpinned by the inherent value and growth potential embedded within RBPlat’s attractive asset base.
“Since acquiring our initial shareholding in RBPlat, our balance sheet, liquidity position and credit outlook have strengthened significantly, enabling Northam to present an offer construct to RBPlat shareholders with a compelling cash consideration and an attractive premium, whilst limiting the number of Northam shares to be issued.”
In November last year, Northam acquired a 32.8% stake in RBPlat from a fully-owned subsidiary of Royal Bafokeng (RBH Group), for a total consideration of ZAR17bn ($1.13bn).
