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IGO LIMITED — M&A Activity 2022
Mar 13, 2022
65111_rns_2022-03-13_834ea282-ff1e-4281-91f5-6d8abde95158.pdf
M&A Activity
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----- Start of picture text ----- ASX RELEASE14 March 2022----- End of picture text -----
UPDATE ON THE PROPOSED ACQUISITION OF WESTERN AREAS VIA SCHEME OF ARRANGEMENT
IGO Limited (ASX:IGO) ( IGO or the Company ) wishes to provide an update in relation to the proposed acquisition of Western Areas Limited ( Western Areas ) via a board recommended scheme of arrangement as announced to the ASX on 16 December 2021 ( Scheme ).
IGO and Western Areas entered into a binding scheme implementation deed ( SID ) pursuant to which IGO would acquire Western Areas for cash consideration of $3.36 per Western Areas share ( Transaction ). Upon announcement of the Scheme, the Board of Western Areas unanimously recommended that Western Areas shareholders vote in favour of the Scheme (in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Western Areas shareholders).
As announced to the ASX today by Western Areas, and contemplated by the SID, Western Areas appointed KPMG Financial Advisory Services (Australia) Pty Ltd as the Independent Expert to opine on whether the Scheme is in the best interest of Western Areas shareholders.
In response to the recent significant nickel price volatility (which led to the temporary suspension of nickel trading on the London Metals Exchange ( LME ) on 8 March 2022), Western Areas and the Independent Expert are continuing to consider the implications, if any, on nickel market fundamentals and expectations for medium to long-term nickel prices. This is expected to result in a relatively short delay to the indicative Scheme timetable as set out below.
| Action | Estimated Date |
|---|---|
| First Court Hearing | April 2022 |
| Dispatch scheme booklet to Western Areasshareholders | April 2022 |
| Scheme Meeting | May 2022 |
| Second Court Hearing | May 2022 |
| Effective Date | May 2022 |
| Scheme Record Date | May 2022 |
| Implementation Date | May/June 2022 |
Note: This timetable is indicative and subject to change.
A Scheme Booklet containing important information about the Scheme and the Scheme Meeting, the reasons for the Western Areas Directors’ recommendation, and the Independent Expert’s report, is expected to be sent to Western Areas shareholders in April 2022.
IGO acknowledges the recent short-term volatility in the LME nickel market and price, which is primarily attributed to the Russian invasion of Ukraine, which in turn has reportedly created the need for a large industry participant to manage a nickel short position on the LME.
IGO’s valuation of Western Areas and the proposed Scheme consideration of $3.36 in cash per share is based on IGO’s long term view of the nickel market fundamentals and price, which has not changed. IGO has no obligation, nor any current intention to increase the consideration in response to these short-term events
PO Box 496 T. +61 8 9238 8300 igo.com.au South Perth WA 6951 F. +61 8 9238 8399 IGO Limited Western Australia E. [email protected] ABN 46 092 786 304
Suite 4, Level 5 85 South Perth Esplanade South Perth WA 6151
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ASX RELEASE
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(although it reserves its right to do so). As always, IGO remains disciplined in its approach to growing the business via mergers and acquisitions.
IGO is advised by Macquarie Capital (Australia) Limited as financial adviser and Herbert Smith Freehills as legal adviser.
This announcement is authorised for release to the ASX by Peter Bradford, Managing Director & CEO.
Investor & Media Enquiries
Richard Glass
Investor & Media Relations Manager
T: +61 8 9238 8300
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