Rex Minerals and MACH Metals Australia have entered a Scheme Implementation Deed which will see MACH acquire the shares in Rex Minerals it does not already own for a cash consideration of AUD$0.47 per share.
The MACH offer was received following a competitive global partnering process. The process focused on the AUD$854 million funding and subsequent development pathway for the Hillside Copper-Gold Project located in South Australia.
Rex Minerals said its Board (in consultation with its advisers) carefully assessed the valuation, funding, timing and certainty of this Transaction against a range of other alternatives after considering the risks and potential ownership dilution associated with a stand-alone development of Hillside.
According to the company, the Rex Board unanimously recommends that Rex shareholders support the Transaction by voting in favour of it in the absence of a superior proposal and subject to an independent expert concluding and continuing to conclude that it is in the best interests of Rex shareholders.
Subject to those same qualifications, the company said that each member of the Rex Board intends to vote all Rex shares held or controlled by them in favour of the Transaction which represents approximately 2.9 per cent of Rex’s shares.
Rex’s Chief Executive Officer and Managing Director, Richard Laufmann, said, “The Transaction provides certainty of value and a significant premium representing a 98 per cent uplift relative to Rex’s 90-day VWAP, as well as the opportunity for Rex shareholders to realise their investment at a ten-year historical share price high.
“This Transaction also represents a more certain outcome for wider stakeholders in Hillside, including the local community, the South Australian Government and Rex employees who will benefit from the significant financial strength and proven track record of MACH to deliver the successful development of Hillside.”
Mr Laufmann said the South Australian Government has been a leader in Australia in support of decarbonisation and copper development and that the successful development of Hillside will much align with its strategy.
“Subject to approvals, we look forward to working with MACH through to completion and watching them develop the Hillside Project, Australia’s largest fully permitted and shovel ready copper project.”
Rex’s Independent Non-Executive Chairman, Ian Smith, said the Transaction was a great outcome for shareholders and reflected the significant efforts of management over many years:
“Management has done a terrific job advancing Hillside to be Australia’s largest fully permitted and shovel-ready copper project. The MACH offer is the culmination of many years of hard work and delivers certain value for shareholders. We thank MACH for its constructive engagement in relation to the Transaction.”
Managing Director of MACH, Ferdian Purnamasidi, said MACH is excited to acquire and continue the development of the Hillside Project, which aligns with the company’s strategy to diversify its asset portfolio.
“Our strong focus on copper is critical to the energy transition process. We remain committed to advancing the excellent work undertaken by Rex on the Yorke Peninsula, including supporting the local workforce and the broader Yorke Peninsula community throughout the ownership transition.”
Featured image: Jason Benz Bennee/shutterstock.com
