UPDATE: Noble Shareholders Reject Gloucester Coal Sale Plan
19 Avril 2010 - 11:43AM
Dow Jones News
Commodity trader Noble Group Ltd. (N21.SG) said its shareholders
Monday rejected a proposal to sell its unit Gloucester Coal Ltd.
(GLC.AU) to Macarthur Coal Ltd. (MCC.AU), a decision that will
stifle Noble's attempt to get a stake in Macarthur, which is the
target of an international takeover battle.
"Noble Group wishes to announce that the merger proposal between
Macarthur and Gloucester was soundly defeated by shareholders in a
vote held in Hong Kong," Noble said in a statement.
Shareholders were asked to decide whether to approve the move to
sell Gloucester Coal to Macarthur and the acquisition of Macarthur
shares by Noble.
In December, Macarthur and Noble announced a deal, subject to
shareholders' approval, under which Macarthur would acquire
Gloucester Coal and Middlemount Coal Pty Ltd. Noble, meanwhile,
would get a 24% stake in Macarthur.
However, the progress of the deal was complicated in March when
Peabody Energy Corp. (BTU) made an unsolicited offer for Macarthur,
which was initially rejected by Macarthur. The U.S. company since
then has raised its offer, adding that it has the support of some
of Macarthur's large shareholders.
Peabody's latest offer of A$16 cash for every Macarthur share
has prompted Macarthur to postpone indefinitely a shareholder
meeting to vote on its proposed takeover of Gloucester and
associated transactions with Noble Group.
Posco (005490.SE), a large Macarthur shareholder, has given
in-principle support for Peabody's offer, while another,
ArcelorMittal (MT), has said it's worth considering.
Citic Resources Holdings Ltd. (1205.HK) which is also one of the
large shareholders, has said that it won't comment on the merits of
a tie-up with Peabody as it doesn't have enough information about
the sweetened A$4.07 billion takeover bid for Macarthur.
A Macarthur Coal spokesman has said the company's board will
meet late Monday or early Tuesday to form a view about the
implications of the Noble shareholder vote.
"The board's view has always been that the Gloucester
transaction makes great sense," he told Dow Jones Newswires.
Earlier in the day, Noble in a separate statement reiterated its
opposition to Peabody's offer for Macarthur saying that the offer
is more in favor of large shareholders than small shareholders.
"It is just wrong, in our view, that the deal being contemplated
gives different options to the large shareholders of Macarthur than
those given to the smaller shareholders," Noble said.
"We have said it before, and we will say it again, the
Macarthur-Gloucester merger gave everyone the chance of staying in
if they wanted or if not, they could have sold their shares in what
would have been a larger, more liquid company."
"As for Noble, we are getting sick of sitting around as a
patient backstop to allow Macarthur to be shopped to the world. We
feel like the patient suitor driving the prom queen to all her
other dates," it added.
Noble has already announced that it will make an all cash offer
for the remaining shares of Gloucester it doesn't already own if
the Gloucester sale to Macarthur doesn't materialize.
Noble, which currently owns a 87.7% stake in Gloucester, didn't
immediately respond to a query on whether it would go ahead with
its plan to buy rest of Gloucester.
-By P.R. Venkat, Dow Jones Newswires; +65 64154 152;
venkat.pr@dowjones.com
(David Fickling and Ross Kelly in Sydney contributed to this
report)
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