Territory and its partners will have until Friday July 13 to carry out limited due diligence into ConsMin’s legal, financial and taxation affairs, with the company’s executive chairman Michael Kiernan indicating a takeover bid for the miner will proceed should Territory not discover any “skeletons in the closet”
Having twice declined Territory’s requests for limited due diligence, ConsMin yesterday relented after Territory revealed further details of the debt and equity financing that would underpin its bid.
Territory’s proposed offer has the support of commodity trading houses Noble Group and DCM Decometal – which in addition to marketing almost all ConsMin’s manganese and chrome production holds around 12% of ConsMin’s issued shares – and investment bankers Lehmann Brothers.
Kiernan’s intimate knowledge of ConsMin’s asset base, stemming from his eight years at the miner, meant Territory opted to limit its due diligence to ConsMin’s corporate affairs.
The tight due diligence schedule will allow Territory to launch any resulting takeover offer on July 16, just days before ConsMin shareholders are due to vote on a takeover proposal from a consortium headed by ex-BHP Billiton chief Brian Gilbertson.
That vote – which requires 75% shareholder approval – is scheduled to take place on July 19.
Pallinghurst is offering $1.68 cash plus two shares in a ‘new ConsMin’ for every five held. With ConsMin trading this morning at $3.07, the Pallinghurst offer values the offer at $2.91.
Territory, meanwhile, has indicated it would be prepared to offer either $2.00 cash plus one of its shares for each ConsMin share, or three of its shares for every ConsMin share. Territory shares were up 0.5c to $1.145 this morning, taking the notional value of the offer to $3.145.
Kiernan said he welcomed ConsMin’s decision to allow due diligence despite its restricted nature.
“Even though we are not granted equal access to due diligence as was provided to the Pallinghurst consortium and despite the tight timeframe, we have a team of very capable advisers at the ready to commence due diligence,” Kiernan said.
ConsMin, meanwhile, said in a statement the granting of due diligence should not be seen “in any way as an endorsement or foreshadowing a recommendation” of any Territory bid that emerges.
“Any such offer will be considered by the board as and when it is received, in light of the then circumstances,” ConsMin said.
