PERTH (miningweekly.com) – Diversified miner BHP and copper miner Oz Minerals have entered into a scheme implementation deed (SID) under which BHP would acquire all of the shares in Oz at a price of A$28.25 each, valuing Oz Minerals at A$9.6-billion.

The offer price represents a 49.3% premium to Oz Minerals closing price on August 5, when the initial proposal was made, and a 59.8% premium to the 30-day volume weighted average share price up to August 5.

The Oz Minerals board has unanimously recommended that shareholders accept the offer, in the absence of a superior proposal and subject to an independent expert concluding that the offer was in the best interest of shareholders.

“The SID provides Oz Minerals shareholders with an opportunity to realise certain value for their OZ Minerals shares at a compelling premium. This offer price represents a 49.3% premium to the undisturbed share price prior to BHP’s Initial Proposal. BHP has also stated its offer price is best and final, in the absence of a competing proposal,” said Oz Minerals MD and CEO Andrew Cole.

“The Oz Minerals board believes that BHP’s offer appropriately reflects the quality, growth profile and strategic nature of Oz Minerals’ long-life copper and nickel assets. The Oz Minerals team will work closely with all of our stakeholders, including our employees, customers, suppliers and the traditional owners of the land on which we operate, to ensure their interests are prioritised should the Scheme proceed.”

Oz Minerals shareholders are expected to meet in late March or early April to vote on the takeover, with the offer subject to at least 75% of shareholders voting in favour of the transaction.

“The combination of BHP and Oz Minerals’ 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,” said BHP CEO Mike Henry on Thursday.

“We thank the Oz Minerals board and management for their engagement through the due diligence process and look forward to working together to continue to take steps forward to complete the transaction.”

The cash required by BHP to fund the SID will be sourced from a combination of BHP’s existing cash reserves and cash equivalents, and the proceeds of a new loan facility. The total amount of funding available under this facility exceeds the consideration required and all expected costs associated with the SID, the company added.