26 May 2005
BHP Billiton today announced that it has not extended its offer for WMC Resources (WMC). The offer is due to lapse at 7.30pm (Melbourne time) on 3 June 2005 unless BHP Billiton achieves(1) acceptances (including instructions under the Acceptance Facility) for more than 50% of WMC shares. After today, the offer can only be extended in limited circumstances in accordance with the Corporations Act.
Should acceptances and instructions exceed 50%(1), the offer will be declared unconditional(2) and payment terms accelerated so that accepting shareholders are paid within five business days(3). In these circumstances the offer will also be automatically extended by two weeks from the date such acceptances and instructions exceed 50%.
BHP Billiton Chief Executive Officer, Chip Goodyear said “WMC shareholders now need to make a decision. We believe that our cash offer of A$7.85 per share is full and fair. All the necessary regulatory approvals have been received and shareholders have been given sufficient time to allow them to assess the merits of our offer.”
“It is not in the interests of BHP Billiton or WMC shareholders to further extend the offer. Should the offer lapse, we will continue to follow our clearly set out strategy focussing on value creating opportunities”.
In a letter to all WMC shareholders today, WMC Chairman, Tommie Bergman, said that WMC’s directors believed that the BHP Billiton offer represented excellent value. “In the 11 weeks since the receipt of BHP Billiton’s offer, your Board has not had any other approaches.”
Mr Bergman said that WMC’s directors planned to accept the offer in respect of their own holdings of WMC shares. “… WMC’s share price may fall below A$7.85 if BHP Billiton’s offer lapses,” he said.
At this time, BHP Billiton has achieved acceptances in respect of 4.49% of WMC shares (no instructions have been received under the Acceptance Facility as at 7.30pm Melbourne time yesterday) and holds an economic exposure to a further 4.3% of WMC shares through cash settled derivative contracts.
A notice of status of offer conditions is attached.
If shareholders have any questions in relation to the offer or accepting it, they should contact the offer information line on 1300 365 849 (from within Australia) or +61 3 9415 4254 (if calling from outside Australia). If calling from the United States of America, please contact MacKenzie Partners at (212) 929 5500 (call collect) or (800) 322 2885 (toll free) or by email at email@example.com.
(1) within the last 7 days of the offer
(2) a confirmation letter will be provided to the Acceptance Facility operator triggering implementation of all instructions held
(3) of the later of the offer becoming unconditional and the shareholder's acceptance being processed or instructions being implemented
For further information please contact:
Jane Belcher, Investor Relations
Tel: +61 3 9609 3952 Mobile: +61 417 031 653
Tania Price, Media Relations
Tel: +61 3 9609 3815 Mobile: +61 419 152 780
Mark Lidiard, Investor & Media Relations
Tel: +44 20 7802 4156
Ariane Gentil, Media Relations
Tel: +44 20 7802 4177
Mark Lidiard, Investor & Media Relations
Tel: USA +1 713 599 6100 or UK +44 20 7802 4031
Michael Campbell, Investor & Media Relations
Tel: +27 11 376 3360 Mobile: +27 82 458 2587
Further Information for U.S. Holders
BHP Billiton has filed the Bidder's Statement, as supplemented from time to time, with the U.S. Securities and Exchange Commission (SEC) under cover of Form CB. Investors and holders of WMC Resources securities are strongly advised to read the Bidder's Statement and any other relevant documents filed with the SEC, as well as any amendments and supplements to those documents, because they will contain important information. Investors and holders of WMC Resources securities may obtain free copies of the informational document (when available) as well as other relevant documents filed with the SEC, at the SEC's website at www.sec.gov. WMC Resources has issued a target's statement in connection with the offer which investors and holders of WMC Resources securities are strongly advised to read.
This communication is for information purposes only. It shall not constitute an offer to purchase, sell or exchange or the solicitation of any offer to purchase, sell or exchange any securities of WMC Resources. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.