BHP Billiton today announced that it has entered into an agreement under which BHP Billiton, through its wholly owned subsidiary BHP Billiton Minerals Pty Ltd, will offer to acquire all outstanding shares in United Minerals Corporation NL (UMC) for a cash consideration of A$1.30 per share by way of scheme of arrangement between UMC and its shareholders.
In the absence of a competing proposal*, the A$1.30 offer is final and will not be increased.
UMC's principal asset is the Railway iron ore deposit located directly adjacent to Mining Area C in Western Australia, owned by the Goldsworthy Joint Venture (BHP Billiton 85 percent).
The A$1.30 offer to be made to UMC shareholders represents:
- a premium of 43% over the pre-announcement UMC share price of A$0.91 on 6 October 2009; and
- a premium of 29% over the volume-weighted average price of UMC shares since the announcement on 8 September 2009 of the arrangement with China Railway Materials Commercial Corp. Group (CRM) involving a conditional placement and an iron ore offtake agreement (CRM arrangement).
The transaction is to be voted on by UMC shareholders. The UMC Board intends to unanimously recommend the offer, in the absence of a superior proposal and subject to the independent expert forming the view that the scheme is in the best interests of UMC shareholders.
The scheme of arrangement is subject to the satisfaction of a number of conditions which have been summarised in an announcement made to the ASX by UMC earlier today.
BHP Billiton and UMC have also agreed to certain exclusivity and other provisions, including reciprocal break fees payable if the scheme does not proceed due to specified circumstances.
BHP Billiton Iron Ore President Ian Ashby said the acquisition was a natural fit within the company's Western Australia Iron Ore operations, ""BHP Billiton is the logical owner and developer of the Railway Deposit given the proximity to BHP Billiton's iron ore deposits, and established mine and rail infrastructure. This acquisition is consistent with our plan of capturing growth options to deliver long term shareholder value. We are pleased that we have been able to reach an agreement with the board of UMC to present what we believe to be a compelling cash offer to UMC shareholders.""
Further detail on the terms of the BHP Billiton offer is set out in UMC's announcement in relation to the transaction of earlier today. More information on the offer will also be set out in the scheme booklet which is to be prepared and issued by UMC to its shareholders in due course.
* If the CRM arrangement is varied, it will be regarded by BHP Billiton as a competing proposal.