BHP has submitted a revised non-binding indicative proposal to the Board of OZ Minerals Limited (OZL) that, subject to a successful four-week due dilligence period, could see the major miner acquire the mid-tier base metal-focused miner.
The offer to acquire 100% of OZ Minerals by way of a scheme of arrangement for a cash price of A$28.25/share ($18.9/share) is a 13% increase on the offer BHP previously put forwad and was rejected by the OZ Minerals Board. It, according to BHP, represents the best and final price the mining major is willing to offer under, in the absence of a competing proposal.
The OZ Minerals Board has confirmed to BHP that it intends to unanimously recommend the revised proposal to OZ Minerals shareholders as being in their best interests in the absence of a superior proposal, subject to the parties entering into a binding scheme implementation agreement (SIA) following completion of BHP’s confirmatory due diligence and an independent expert concluding that the revised proposal is in the best interests of OZ Minerals shareholders, it said.
The proposed transaction, valuing OZ Minerals at an enterprise value of A$9.6 billion, is expected to deliver significant value creation for both BHP and OZ Minerals shareholders, BHP says, explaining that OZ Minerals shareholders would receive an offer price significantly above trading levels and average broker price targets, prior to BHP’s initial proposal on August 5, 2022. At the same time, BHP shareholders would gain increased exposure to future-facing commodities, adding copper and nickel resources that are essential to support the global megatrends of decarbonisation and electrification.
The deal would also create a South Australian copper basin, which, according to BHP, could unlock potential operational synergies due to the proximity of OZ Minerals’ Carrapateena and Prominent Hill operations with BHP’s existing Olympic Dam asset (pictured) and Oak Dam development resource.
The West Musgrave project, meanwhile, will add a large greenfield nickel option to BHP’s Nickel West premier nickel sulphide resource position in Western Australia.
BHP has now entered into a Confidentiality and Exclusivity Deed with OZ Minerals in relation to the revised proposal. This has seen OZ Minerals grant BHP four weeks to undertake exclusive confirmatory due diligence and negotiate a binding SIA reflecting the key terms of the revised proposal. The four-week period is expected to commence on or around November 21, 2022.
BHP CEO, Mike Henry, said: “BHP’s proposal represents a highly compelling offer for OZ Minerals shareholders, providing certainty at a time of macroeconomic uncertainty and market volatility, and increasing risks for the industry.
“The combination of BHP and OZ Minerals’ assets, skills and technical expertise provides a unique opportunity not available under separate ownership, with complementary resources including the Oak Dam exploration prospect and existing facilities within close proximity, backed by BHP’s strong balance sheet, capital discipline and commitment to sustainable development.”
OZ Minerals Managing Director and Chief Executive Officer, Andrew Cole, said: “BHP’s revised proposal is a clear reflection of OZ Minerals’ unique set of highly strategic, quality assets in quality jurisdictions and an enviable multi-generational growth pipeline of copper and nickel
assets in strong demand due to global electrification. We look forward to working with BHP in a collaborative way to progress the revised proposal in the best interests of OZ Minerals’ and its stakeholders.”