RECOMMENDED TAKEOVER OF FOCUS LAVERTON BY FOCUS MINERALS
- Focus offering 1 Focus share for every 0.725 Focus Laverton (previously known as Crescent Gold Limited) shares in an unconditional off-market bid
- The Independent Director of Focus Laverton recommends that all Focus Laverton shareholders accept the Offer, in the absence of a superior proposal and subject to an independent expert opining that the Offer is reasonable (even if not fair)
- Full consolidation to maximise the value of Focus Laverton’s assets
- Focus Laverton shareholders will be given the opportunity to become part of a growing, well capitalised gold producer
- The Offer, if successful and fully accepted, will result in the issue of 314,604,392 Focus shares (equating to only 3.44% of the expanded capital base of Focus)
Focus Minerals Ltd (“Focus”) [ASX: FML] and Focus Minerals (Laverton) Limited (“Focus Laverton”) are pleased to announce an unconditional recommended off-market takeover offer by Focus for all of the remaining Focus Laverton shares it does not currently own (“Offer”).
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 Independent Director of Focus Laverton, Mr Geoff Stanley, recommends that all Focus Laverton shareholders accept the Offer, in the absence of a superior proposal and subject to an independent expert opining that the Offer is reasonable (even if not fair).
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, and a combined Mineral Resource base of 4.3Moz of gold with outstanding growth potential across two major Western Australian mining regions.
Focus and Focus Laverton have executed a Bid Implementation Agreement (“BIA”), under which Focus agreed to make the Offer.
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.
The Offer is expected to open on 20 March 2013, and remain open for acceptances until 22 April 2013, unless extended or withdrawn.
Full particulars of the Offer will be provided in the Bidder’s Statement which is expected to be sent to Focus Laverton shareholders on 20 March 2013.
The Board of Focus Minerals and the Independent Director of Focus Laverton consider that the combination of the two companies will provide significant strategic and financial benefits to both sets of 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.”
“There are resource, operating and processing synergies available once 100% ownership is achieved that would lead to increased output and hence improved economic outcomes for the benefit of existing Focus Laverton shareholders and Focus shareholders”, Mr Taig said.
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.”
Key compelling benefits for both Focus Minerals and Focus Laverton shareholders include:
- Significant resource growth potential – the combined group will have a very significant Mineral Resource inventory of 4.3Moz. Both the Laverton and Coolgardie regions have demonstrated the opportunity for significant resource growth on targeted exploration programmes. Focus brings the immediate funds to accelerate exploration at Laverton, with strong group revenues providing a basis to fund further exploration to expand group resources.
- Significant growing production profile – the combined group will be better positioned to achieve Focus’ targeted gold production of 200,000oz per annum from 2014.
- Greater capacity to unlock the value of Focus Laverton’s assets – if 100% ownership was to result from the Offer and Focus Laverton was to become a wholly owned subsidiary of Focus, Focus will be better placed to drive growth and value from Focus Laverton’s assets for the benefit of both Focus Laverton and Focus shareholders.
- Liquidity for Focus Laverton shareholders – as a Focus shareholder you will benefit from liquidity for your investment due to receiving shares in an ASX listed entity that are freely tradable.
The Offer, if successful and fully accepted, will result in the issue of 314,604,392 Focus shares (equating to only 3.44% of the expanded capital base of Focus).
MANAGEMENT OF POTENTIAL CONFLICTS IN RELATION TO THE OFFER
The Directors of Focus Laverton recognised the potential for conflicts of interest to arise in relation to the Offer in relation to each of Donald Taig and Bruce McComish, who are also executives and/or directors of Focus. Accordingly, the Offer was evaluated by the Independent Director of Focus Laverton, Geoff Stanley, without the participation of the other Directors. The Independent Director of Focus Laverton had access to independent legal advice to assist him with his evaluation.
The indicative timetable in relation to the Offer is set out below.
|15 March 2013||Announcement of the Offer|
|19 March 2013||Focus lodges its Bidder’s Statement with ASIC and serves it on Focus Laverton|
|19 March 2013||Focus Laverton lodges its Target’s Statement with ASIC and serves it on Focus|
|20 March 2013||Joint despatch of Bidder’s Statement and Target’s Statement (including Independent Expert’s Report)|
|20 March 2013||Offer opens|
|22 April 2013||Close of Offer (unless extended or withdrawn)|
Focus’ corporate adviser is Hartleys Limited and its legal advisor is King & Wood Mallesons. Focus Laverton’s legal advisor is Corrs Chambers Westgarth.
 The value of the Offer may change as a consequence of changes in the market price of Focus shares.