Bidder’s and Target’s statements

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Focus Minerals Ltd (“Focus”) [ASX: FML] and Focus Minerals (Laverton) Limited (“Focus Laverton”) today released their Bidder’s and Target’s Statements for the unconditional recommended off-market takeover offer by Focus for all of the remaining Focus Laverton shares it does not currently own (“Offer”). The Offer was announced to market on 15 March 2013.

The transaction follows the previous takeover offer for Focus Laverton (previously known as Crescent Gold Limited) which closed in October 2011 (“Initial Takeover Bid”), with Focus acquiring 81.57% of Focus Laverton shares.

The consideration being offered to Focus Laverton shareholders is 1 Focus share for every 0.725 Focus Laverton shares.  At the closing price of Focus shares on 14 March 2013 of 2.0 cents per share, the Offer represents an implied offer price of 2.8 cents per Focus Laverton share.[1]

The independent expert appointed by Focus Laverton, BDO Corporate Finance, has opined that the transaction is fair and reasonable to Focus Laverton shareholders.

Mr Don Taig, Chairman and Acting Chief Executive Officer of Focus Minerals said:  “Full ownership of Focus Laverton will allow Focus to be better placed to invest, grow and expand the Laverton operations. Focus has the financial capacity to extract significant value from the Laverton operations for all shareholders of the merged entity.”

The Independent Director of Focus Laverton, Mr Geoff Stanley, recommends that all Focus Laverton shareholders accept the Offer, in the absence of a superior proposal.

Mr Geoff Stanley, the Independent Director of Focus Laverton said:  “The Board of Focus Laverton considers the transaction to be a compelling opportunity for Focus Laverton shareholders to become part of a rapidly growing Australian gold producer. Post-acquisition, Focus Laverton shareholders will be part of an entity with an exciting production and exploration growth profile, strong balance sheet, diversified asset portfolio and an experienced management team.”

The transaction will consolidate the Laverton assets into Focus, creating an Australian gold producer with targeted annual gold production of 200,000oz per annum from 2014, a combined Mineral Resource base of 4.3Moz of gold, and outstanding growth potential across two major Western Australian mining regions.

Mailing of the Bidder’s Statement and Focus Laverton’s Target’s Statement is expected to be completed on Wednesday 20 March 2013. Copies of the Bidder’s Statement and Target’s Statement (including the independent expert’s report) are annexed to this announcement and can also be viewed on,au.  The bid will close on 22 April 2013, unless extended.


[1] The value of the Offer may change as a consequence of changes in the market price of Focus shares.

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