BHP increases all-cash offer for Noront to C$0.75 per share - BHP increases its all-cash offer to Noront shareholders to C$0.75 per share, representing a 36% premium to its previous offer, a 7% premium to the Wyloo offer and a 213% premium to Noront’s unaffected price.
- Noront supports BHP’s improved offer and recommends shareholders tender now to receive the cash consideration offered.
- The BHP offer will be open until 11:59 p.m. (Toronto time) on November 9, 2021. Shareholders have 22 days to decide to accept the full and immediate value offered by BHP.
- BHP’s offer does not require Wyloo’s support to be successful.
- BHP’s all-cash offer provides certainty of value and liquidity.
Offer expires 11:59 p.m. (Toronto time) on November 9, 2021; for more information visit NorontTender.ca
TORONTO and MELBOURNE, Victoria, Oct. 19, 2021 (GLOBE NEWSWIRE) -- BHP Lonsdale Investments Pty Ltd (“BHP Lonsdale”), a wholly owned subsidiary of BHP, and Noront Resources Ltd. (TSXV: NOT) ("Noront") announced today that BHP has agreed to increase its all-cash offer for Noront shares to C$0.75 per share (the “Offer”).
The Noront Board, considering the superior C$0.75 per share cash purchase price in the amended Offer, has determined that the proposal from Wyloo Metals Pty Ltd. (“Wyloo”), at a price of C$0.70 per share, has ceased to be a "superior proposal", and recommends the Noront shareholders tender their shares to the BHP Offer.
Shareholders have until 11:59 p.m. (Toronto Time) on November 9, 2021 to accept the increased Offer and tender their shares.
Improved Premium & Highest All-Cash Offer Available to Shareholders
BHP’s increased Offer of C$0.75 per Noront share is superior to other offers available to Noront and its shareholders. BHP had the option to match Wyloo and elected to exceed Wyloo’s proposal by C$0.05. BHP’s increased offer delivers compelling value to Noront shareholders:
213% premium over Noront’s unaffected price of C$0.241
36% premium over BHP’s previous offer of C$0.55 per share
7% premium over Wyloo’s latest offer of C$0.70 per share
BHP Chief Development Officer, Johan van Jaarsveld, said: “Our increased offer of C$0.75 per share provides a compelling premium for Noront shareholders and is available to shareholders now. Our offer provides shareholders with the value inherent in Noront’s portfolio of projects, including the Eagle’s Nest project, delivering shareholders who accept our offer certainty of value and immediate liquidity.”
1 On May 21, 2021, the last trading day prior to Wyloo’s first publicly announced intention to make an offer for Noront at C$0.315 per share.
Certainty of Value Today; Protection from Execution & Dilution Risk
The Offer provides 100% cash consideration for Noront shares, providing Noront shareholders with certainty of value now while removing financing, market, regulatory and execution risks to Noront shareholders.
BHP recognizes that delivering Noront’s portfolio of projects in the Ring of Fire is expected to take many years, require significant capital investment, development of remote infrastructure, and management of numerous stakeholders. There is no certainty that shareholders remaining invested in Noront will ever realize the value for their shares offered by BHP in cash today.
Noront and BHP believe that the Offer provides Noront shareholders with the value inherent in Noront’s portfolio of projects without the long-term risks associated with the development and execution of those projects. Noront CEO, Alan Coutts, said: “This transaction provides a premium to Wyloo’s offer, and delivers certainty of value to Noront shareholders via an all-cash offer. Noront’s Board of Directors determined that BHP’s improved offer is in the best interests of the company and its shareholders and recommends Noront shareholders tender their shares to the BHP offer.”
Noront's Board of Directors, with input from its financial and legal advisors and the Special Committee, determined the improved offer is fair, from a financial point of view, to Noront shareholders (other than BHP Lonsdale and its affiliates).
The BHP Offer Does Not Require Wyloo’s Support
Wyloo’s support of the transaction is not required in order for the Offer to be successful. In order for Noront shareholders to receive the C$0.75 all-cash offer price for their shares, at least 50% of shares not owned by BHP must be tendered. Only those who tender their shares will receive the cash consideration of C$0.75 per share. If shareholders other than Wyloo support the Offer and tender their shares, the Offer will succeed.
BHP Chief Development Officer, Johan van Jaarsveld, said: “Now is the time for shareholders to decide if they want to tender to our improved offer and crystallize the compelling and full value it represents.”
To tender your shares, see shareholder information below.
For Noront shareholders
A notice of variation (the “Notice of Variation”) in respect of the Amended Offer will be mailed shortly to Noront shareholders and will be available under Noront’s profile on SEDAR at www.sedar.com and on Noront’s website at www.norontresources.com.
Tendering is quick and easy
Only those who tender their shares will receive the cash consideration of C$0.75 per share. For more information, please visit www.noronttender.ca.
Tender by 11:59 p.m. (Toronto time) on November 9, 2021
https://www.globenewswire.com/news-release/2021/10/20/2316962/0/en/BHP-increases-all-cash-offer-for-Noront-to-C-0-75-per-share.html