Perseus Mining has disclosed its plan to initiate an off-market takeover bid (Offer) for the complete shareholding of OreCorp that it does not currently possess (OreCorp Shares). The proposed cash offer for each OreCorp Share stands at A$0.55.
This bid extended to OreCorp’s shareholders carries a valuation presenting a 4.0% premium in comparison to the prevailing implied value of a takeover bid presented by Silvercorp Metals
The terms and conditions of the Offer closely mirror those of the Silvercorp Takeover, including the requisite condition of acquiring a minimum of 50.1% of OreCorp ordinary shares.
Diverging from the Silvercorp Takeover, Perseus’s Offer affords OreCorp shareholders the assurance of receiving a cash payment equivalent to 100% of the specified value for their shares.
Shareholders of OreCorp who express a desire to embrace Perseus’s Offer, once it is officially presented, are advised against accepting the Silvercorp Takeover. It’s crucial to note that shareholders opting for the Silvercorp Takeover will forfeit the opportunity to accept Perseus’s Offer. Currently, OreCorp shareholders are not required to undertake any actions. However, they are encouraged to follow the guidance outlined in Perseus’s bidder’s statement, which is scheduled for distribution to OreCorp shareholders by the conclusion of January 2024.
Perseus plans to execute the acquisition of OreCorp Shares through an off-market takeover offer, wherein OreCorp shareholders will be offered A$0.55 in cash for each OreCorp Share. The proposed Offer values the total equity of OreCorp at approximately A$258m ($170m).
Funding for this transaction will be derived from Perseus’s existing cash and bullion reserves, which amounted to $594m as of September 2023.
The Offer is contingent upon a minimum acceptance condition of 50.1% and other standard conditions, ensuring terms no less favourable than those outlined in the Silvercorp Takeover. Perseus retains the prerogative to waive some or all of these conditions, as detailed in Schedule 1.
In pursuit of regulatory approvals, Perseus plans to promptly submit the necessary approval forms to Tanzanian government agencies. Following recent discussions with the Tanzanian Government, Perseus is optimistic about obtaining the requisite approvals without encountering significant challenges and aims to initiate this process early in the week.
Additional specifics regarding the Perseus Offer will be outlined comprehensively in a bidder’s statement. This statement is anticipated to be officially submitted to ASIC, furnished to OreCorp, and disclosed to the ASX before the conclusion of January 2024.
OreCorp stands as an emerging mineral development company with a primary focus on the Nyanzaga Gold Project located in northwest Tanzania.
Perseus Executive Chairman and CEO Jeff Quartermaine said: “Perseus has put this new Offer directly to OreCorp shareholders on the basis that it represents a compelling opportunity for the shareholders of both OreCorp and Perseus.
“The acquisition of OreCorp’s shares aligns with Perseus’s growth strategy of building an asset portfolio comprised of geopolitically diverse, high-quality gold assets located on the African continent. At the same time, this Offer is demonstrably superior to the Silvercorp Takeover in terms of price, based on recent Silvercorp trading, and in terms of consideration certainty, being an all cash. In other words, it would ensure that OreCorp’s shareholders receive full value and certainty for their shares in OreCorp.”
