Shanxi Donghui Coal Coking & Chemicals Group Co has announced its intention to make an off-market takeover bid to acquire all of the ordinary shares in Inova Resources, formerly known as Ivanhoe Australia.
Shanxi Donghui’s offer is for Aus$0.22 cash per Inova share which represents a premium of 55% to the company's 3-month volume weighted average ASX trading price.
Inova Resources’ Independent Board Committee consisting of directors Peter McMahon, Kyle Wightman and Jim Askew has met in relation to the intended conditional off-market takeover offer.
The company notes that its majority shareholder, Turquoise Hill Resources, has announced that unless a superior proposal emerges, it intends to accept the takeover offer in respect of all the other shares it holds in the company, but not before it has accepted in respect of the 14.9% under the pre-bid acceptance deed between Turquoise Hill and Shanxi Donghui.
Under the terms of the pre-bid acceptance deed, Turquoise Hill has agreed to accept the offer in respect of 14.9% of the company if the takeover offer becomes unconditional (except for the 51% minimum ownership condition) and unless a superior proposal emerges prior to accepting the offer and Shanxi Donghui does not match that proposal.
Inova’s Independent Board Committee is undertaking a detailed assessment of the offer. UBS AG, Australia Branch and Corrs Chambers Westgarth Lawyers have been engaged to advise the committee.
Shanxi Donghui’s chairman Zhang Yaping says, “Shanxi Donghui looks forward to progressing the development of Inova’s mines and growth projects and managing the inherent risks involved. We believe our offer provides Inova shareholders with a full and fair risk-free cash premium for their investment.”
Turquoise Hill owns approximately 56.2% of Inova’s issued capital via its wholly-owned subsidiary, IAL Holdings Singapore Pte Ltd, an unlisted Singaporean company.
Shanxi Donghui is a leading coking coal, coke and chemicals producer in Shanxi province, China. Shanxi Donghui is privately owned by Zhang Yaping and his brother Zhang Weidong.