CAML tables revised, unconditional takeover offer for New World
UK-based copper producer Central Asia Metals (CAML) has entered into a revised takeover agreement with ASX-listed New World Resources, scrapping its earlier scheme of arrangement in favour of a board-recommended, unconditional off-market offer.
Under the new terms, CAML will offer A$0.062 a share in cash to acquire all remaining New World shares – matching a rival proposal from Kinterra Capital, while offering what the board describes as a cleaner and faster path to completion.
The CAML offer is subject only to no “prescribed occurrences”, such as insolvency, capital restructuring or share issues, before the close of the offer period. It does not carry a minimum acceptance condition, putting it on equal footing with the Kinterra bid in terms of pricing and structure.
In place of a previously proposed A$10-million equity placement, CAML has now committed to a $6.5-million unsecured loan facility to support New World during the transaction period.
Last week, Kinterra turned to Australia's Takeovers Panel, alleging that New World and CAML have acted to frustrate a competitive auction process. The Canadian fund had sought orders to halt the now-ditched A$10-million placement to CAML and to block further share acquisitions by the UK-listed base metals producer. New World subsequently undertook not to issue any shares to CAML pursuant to the placement without the panel's consent.
In a statement to the ASX on Monday, New World board recommended that shareholders accept the revised CAML offer, and stated that board members intended to accept the offer in respect of all shares they owned or controlled, in the absence of a superior proposal.
The revised bid maintained deal protections from the original scheme implementation deed, including no-shop and no-talk clauses, matching rights, and a A$2.3-million break fee under certain circumstances.
The New World board has authorised the early dispatch of CAML’s bidder’s statement, with the offer expected to open for acceptances by mid-July.
Shareholders would have at least one month to respond, although the board noted that neither CAML nor Kinterra had declared their offer “best and final”.
Investors were advised that no immediate action was required, with detailed guidance to come in a forthcoming target’s statement.
The contest for New World is driven by its high-grade Antler copper deposit in Arizona. The project is a high-grade, polymetallic deposit with a 2024 prefeasibility study supporting a 12‑year mine producing an average 30 000 t/y of copper equivalent.
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