TIDMBHP
RNS Number : 8374G
BHP Group Limited
18 November 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NEWS RELEASE
Release Time IMMEDIATE
Date 18 November 2022
Release Number 38/22
OZ MINERALS BOARD INTS TO RECOMM BHP'S REVISED PROPOSAL
BHP has submitted a revised non-binding indicative proposal to
the Board of OZ Minerals Limited (OZL) to acquire 100% of OZL by
way of a scheme of arrangement for a cash price of A$28.25 per OZL
share (the Revised Proposal). This offer price represents the best
and final price BHP is willing to offer under the Revised Proposal,
in the absence of a competing proposal.
The OZL Board has confirmed to BHP that it intends to
unanimously recommend the Revised Proposal to OZL shareholders as
being in the best interests of OZL shareholders in the absence of a
superior proposal subject to the parties entering into a binding
scheme implementation agreement (SIA) following completion of BHP's
confirmatory due diligence and an independent expert concluding
that the Revised Proposal is in the best interests of OZL
shareholders.
The Revised Proposal price of A$28.25 per share corresponds to
an enterprise value of A$9.6 billion(1) for OZL and represents a
significant and attractive premium of:
-- 49.3% to OZL's closing price of A$18.92 per share on 5 August
2022, being the last trading day prior to the initial proposal by
BHP;
-- 59.8% to OZL's 30-day VWAP of A$17.67 per share up to and including 5 August; and
-- a 13.0% increase to BHP's original offer price of A$25.00 per share.
OZL may pay a franked dividend to OZL shareholders prior to the
transaction being implemented. The cash consideration price under
the Revised Proposal will be reduced by the cash component of any
dividends or return of capital paid by OZL before the date of the
implementation of the Revised Proposal.
BHP has entered into a Confidentiality and Exclusivity Deed with
OZL in relation to the Revised Proposal. Under the Confidentiality
and Exclusivity Deed, OZL has granted BHP 4 weeks to undertake
exclusive confirmatory due diligence and negotiate a binding SIA
reflecting the key terms of the Revised Proposal. The 4 week period
is expected to commence on or around Monday 21 November 2022.
BHP Chair, Ken MacKenzie said:
"BHP's proposal would provide value to BHP shareholders by
increasing exposure to future facing commodities, attractive
synergies and adding to our pipeline of growth options."
BHP CEO Mike Henry said:
"BHP's proposal represents a highly compelling offer for OZL
shareholders, providing certainty at a time of macroeconomic
uncertainty and market volatility, and increasing risks for the
industry.
"The combination of BHP and OZL's assets, skills and technical
expertise provides a unique opportunity not available under
separate ownership, with complementary resources including the Oak
Dam exploration prospect and existing facilities within close
proximity, backed by BHP's strong balance sheet, capital discipline
and commitment to sustainable development."
Attractive Strategic Rationale
The proposed transaction is expected to deliver significant
value creation for both BHP and OZL shareholders.
Benefits to OZL shareholders and other stakeholders include:
-- Significant and attractive premium: OZL shareholders would receive an offer price significantly above trading
levels and average broker price targets, prior to BHP's initial proposal on 5 August 2022;
-- Value: the Revised Proposal delivers full and fair value at a level that rewards OZL shareholders for the
attractive long term market fundamentals for copper and nickel, OZL's growth pipeline and the unique synergy
value available to BHP;
-- Cash certainty: the Revised Proposal provides cash certainty at a time of increased market volatility in the
global base metals industry; and
-- Workforce: BHP expects to retain the vast majority of the OZL team who would become part of a much larger
organisation with access to industry-leading employee benefits including training programs, flexible work options
and career progression opportunities both domestically and internationally across a suite of commodities.
Benefits to BHP shareholders include:
-- Increased exposure to future facing commodities: The acquisition would add copper and nickel resources that are
essential to support the global megatrends of decarbonisation and electrification. This is consistent with BHP's
strategy to deliver long term value and returns through owning a portfolio of world class assets with exposure to
highly attractive commodities that benefit from global mega-trends.
-- Attractive synergies: Creation of a South Australian copper basin which could unlock potential operational
synergies due to the proximity of OZL's Carrapateena and Prominent Hill operations with BHP's existing Olympic
Dam asset and Oak Dam development resource.
-- Growth options: OZL brings attractive brownfield copper expansion projects at Prominent Hill and Carrapateena in
South Australia. The West Musgrave project will add a large greenfield nickel option to BHP's Nickel West premier
nickel sulphide resource position in Western Australia.
Conditions to the Revised Proposal
The Revised Proposal is subject to certain conditions including
completion of due diligence to the satisfaction of BHP, entry into
an SIA, and a unanimous recommendation from the OZL Board that
shareholders vote in favour of the Revised Proposal in the absence
of a superior proposal and an independent expert concluding that
the Revised Proposal is in the best interests of OZL shareholders.
If the conditions are satisfied and the Revised Proposal proceeds,
completion of the transaction will also be subject to conditions
expected to include receipt of approvals from regulators in
relevant jurisdictions, OZL shareholder approval, Australian court
approval of the scheme of arrangement, no material adverse change
in relation to OZL, no prescribed occurrences and other conditions
customary for a transaction of this nature.
There is no guarantee that any transaction will eventuate or
proceed at this stage. BHP will continue to focus on its pipeline
of organic development opportunities and demonstrate a capital
disciplined approach in relation to acquisition opportunities.
BHP will continue to update the market on the Revised Proposal
in accordance with its continuous disclosure obligations.
About OZL
OZL is an Australian based mining and exploration company with a
portfolio of operating and development stage projects. OZL's
primary activities in Australia consist of the operating Prominent
Hill and Carrapateena underground copper-gold mines in South
Australia, and the West Musgrave copper-nickel development project
in Western Australia. OZL also operates the Carajás East
copper-gold hub in the Para state of Brazil and exploration
activities both in Australia and internationally.
Additional information about OZL, including its ASX filings, are
available in electronic form from its website
(www.ozminerals.com).
(1) Based on OZL's fully diluted shares on issue of 336.8
million (inclusive of 2.1 million performance rights) and net debt
of A$84 million as at 30 September 2022.
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: +61 407 033 909
Mobile: +61 411 071 715
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Tel: +44 2078 027 144
Mobile: +44 7786 661 683 Mobile: +44 7961 636 432
Americas Americas
Renata Fernandaz Monica Nettleton
Mobile: +56 9 8229 5357 Mobile: +1 (416) 518-6293
BHP Group Limited ABN 49 004
028 077
LEI WZE1WSENV6JSZFK0JC28
Registered in Australia
Registered Office: Level 18,
171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61
3 9609 3015
BHP Group is headquartered in Australia
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Disclaimer and important notice
Forward - looking statements
This announcement may contain forward-looking statements,
including statements regarding the Revised Proposal and related
transactions, such as the expected timing and benefits . Words such
as 'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend',
'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will',
'should', 'seek' and other similar words or expressions identify
forward-looking statements. Forward-looking statements are based on
assumptions and contingencies that are subject to change without
notice and involve known and unknown risks , uncertainties and
other factors , including those associated with the industries in
which BHP and OZL operate. Many of these risks are beyond the
control of BHP and its related bodies corporate and affiliates, and
each of their respective directors, officers, employees, partners,
consultants, contractors, agents, advisers and representatives. It
is believed that the expectations reflected in forward-looking
statements are reasonable, but they may be affected by a range of
variables which could cause results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by those
forward-looking statements or any projections or assumptions on
which those statements are based.
Factors that could cause actual results or performance to differ
materially from those expressed or implied in the forward-looking
statements include, but are not limited to: price fluctuations,
actual demand, currency fluctuations, geotechnical factors,
drilling and production results, development progress, operating
results, engineering estimates, reserve estimates, loss of market,
industry competition, environmental risks, physical risks,
legislative, fiscal and regulatory developments, economic and
financial markets, conditions in various countries, approvals and
cost estimates. Except as required by applicable regulations or
law, BHP assumes no obligation, and does not undertake, to update
any forward-looking statements or information regularly in part or
whole.
Investors are strongly cautioned not to place undue reliance on
forward-looking statements, particularly in light of the current
economic climate . Forward-looking statements are provided as a
general guide only and should not be relied on as an indication or
guarantee of future performance. These statements may assume the
success of the Revised Proposal, OZL's operations or BHP's business
strategies, the success of which may not be realised within the
period for which the forward-looking statements may have been
prepared, or at all. No guarantee, representation or warranty,
express or implied, is made as to the accuracy, likelihood of
achievement or reasonableness of any forecasts, prospects, returns,
statements or tax treatment in relation to future matters contained
in this announcement. To the maximum extent permitted by law, none
of BHP, its directors, employees, agents or advisers, nor any other
person accepts any liability for any loss arising from the use of
this announcement or its contents or otherwise arising in
connection with it.
Limitation of information in relation to OZL
All information in this announcement in relation to OZL has been
sourced from publicly available information in respect of OZL. BHP
has conducted public due diligence in relation to the Revised
Proposal, but has not independently verified such information and,
to the maximum extent permitted by law, makes no representation or
warranty, expressed or implied, as to the fairness, accuracy,
correctness, completeness or adequacy of any information relating
to OZL. Receipt of additional or updated information may change any
forward-looking statements concerning OZL in this announcement. OZL
may have a different interpretation of the underlying data and
release other information to the market.
No offer or solicitation
This communication relates to the Revised Proposal between BHP
and OZL. This communication is not intended to and does not
constitute an offer to sell or the solicitation of an offer to
subscribe for or buy any securities or a solicitation of any vote
or approval with respect to the Revised Proposal or otherwise, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The person responsible for arranging the release of this
announcement on behalf of BHP is Stefanie Wilkinson, Group Company
Secretary.
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END
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