07 August 2022
BHP has submitted a non-binding indicative proposal to the Board of OZL on 5 August 2022 to acquire 100% of the issued share capital in OZL by way of a scheme of arrangement (the Proposal).
BHP’s Proposal to acquire all of OZL’s shares for cash consideration of A$25.00 per share1, represents a compelling value proposition for OZL shareholders. The consideration represents an attractive premium of:
- 32.1% to OZL’s closing price of A$18.92 per share on 5 August 2022; and
- 41.4% to OZL’s 30-day VWAP of A$17.67 per share up to and including 5 August 2022.
BHP’s Proposal represents a significant premium to the market value of OZL at the time the Proposal was submitted, at a price that was materially above the average broker price targets.
The cash offer would deliver immediate value to OZL shareholders and de-risk any value which may (or may not) eventually be reflected in OZL’s share price.
BHP’s Proposal is subject to certain conditions including completion of confirmatory due diligence to the satisfaction of BHP, entry into a scheme implementation agreement and a unanimous recommendation from the OZL Board that OZL shareholders vote in favour of the Proposal in the absence of a superior proposal.
BHP CEO Mike Henry said:
“Our proposal represents compelling value and certainty for OZ Minerals shareholders in the face of a deteriorating external environment and increased OZL operational and growth related funding challenges.
“We are disappointed that the Board of OZL has indicated that it is not willing to entertain our compelling offer or provide us with access to due diligence in relation to our proposal.”
1 The cash consideration will be reduced by the value of any dividends or return of capital paid by OZL before the date of the implementation of the Proposal, other than the first A$0.08 per share of interim dividend for the 6 months ended 30 June 2022 which (if declared) OZL shareholders will be entitled to be paid without any adjustment to the cash offer price.