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RIO TINTO LIMITED — M&A Activity 2011
Aug 7, 2011
65705_rns_2011-08-07_4a79dcc3-84a3-49d3-974b-876b195d6b52.pdf
M&A Activity
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MEDIA RELEASE
8 August 2011
Receipt of Incomplete, Non-Binding, Conditional and Indicative Proposal from Rio Tinto Limited
Coal & Allied Industries Limited (“CNA”) today advises that on Saturday 6 August 2011 it received an incomplete, non-binding, conditional and indicative proposal from Rio Tinto Limited (“Rio Tinto”) which could lead to a takeover offer being made to acquire all the outstanding shares in CNA not held by Rio Tinto and Mitsubishi Development Pty Ltd (“Mitsubishi”) (“Indicative Proposal”). CNA gives no assurances that the Indicative Proposal will lead to a takeover offer being made.
If it proceeds, the Indicative Proposal is expected to be implemented by way of an off-market takeover bid by a company that will be jointly owned by Rio Tinto and Mitsubishi. If completed, the Indicative Proposal would result in those parties owning 80% and 20% of CNA respectively. Rio Tinto currently owns 75.7% of CNA and Mitsubishi currently owns 10.2% of CNA.
In order for the Indicative Proposal to progress and potentially be put to shareholders, Rio Tinto has advised CNA that it is necessary to finalise its arrangements with Mitsubishi and for the CNA minority shareholders to approve certain arrangements between Rio Tinto and Mitsubishi relating to the implementation of the Indicative Proposal for the purposes of section 611 (item 7) of the Corporations Act (“Minority Shareholder Approval Requirement”).
Proposal Response Committee
A committee of directors comprising Bryan Davis (Chair), Chris Renwick and Annabelle Chaplain (“Proposal Response Committee”) has been formed to review the Indicative Proposal and whether, as a separate matter, they will facilitate the shareholders receiving it by convening a meeting of CNA shareholders to consider the Minority Shareholder Approval Requirement.
About the Indicative Proposal
The Indicative Proposal contemplates an offer of $122.00 cash for each CNA share that is not owned by Rio Tinto and Mitsubishi, with existing CNA shareholders retaining the recently declared dividend of $1.20 per share. The ex dividend date for the interim dividend of $1.20 per share is 8 August 2011 and the scheduled payment date is 26 August 2011.
The Indicative Proposal would value CNA equity at $10.6 billion.
Coal & Allied Industries Limited ABN 67 008 416 760 GPO Box 391, Brisbane Qld 4001 Australia Level 3 – West Tower, 410 Ann Street, Brisbane Qld 4000 Australia Telephone +61 7 3361 4200 Facsimile +61 7 3361 4370
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The Indicative Proposal is not an offer capable of acceptance and is subject to, amongst other matters, Rio Tinto and Mitsubishi reaching agreement to proceed with the Indicative Proposal and obtaining ASIC relief in relation to section 631 of the Corporations Act.
Bryan Davis, the Chairman of the Proposal Response Committee, said: “We will be carefully considering the Indicative Proposal but at this stage have not formed any views in relation to either, whether a shareholder meeting will be convened, or more generally the Indicative Proposal, including price.”
The Proposal Response Committee makes no recommendation to shareholders at this stage other than that the CNA shareholders do not need to do anything in relation to the Indicative Proposal.
The Proposal Response Committee will keep CNA shareholders informed of any material developments.
CNA is being advised by Greenhill Caliburn and Gilbert & Tobin.
For further information please contact:
Greenhill Caliburn
Simon Mordant / Ron Malek Joint Chief Executives Greenhill Caliburn +612 9229 1410 [email protected] / [email protected]
FD
Jim Kelly / Amanda Lee Head of Asia Pacific / Director FD +612 8298 6100 [email protected] / [email protected]
Coal & Allied Industries Limited ABN 67 008 416 760 GPO Box 391, Brisbane Qld 4001 Australia Level 3 – West Tower, 410 Ann Street, Brisbane Qld 4000 Australia Telephone +61 7 3361 4200 Facsimile +61 7 3361 4370