JOHANNESBURG (miningweekly.com) – JSE-listed Omnia Holdings has withdrawn and terminated its offer to acquire all of the issued and outstanding shares of Canadian firm Nordex Explosives.
The chemicals company on Monday said Nordex shareholders had approved the change of control private placement and going private transaction with chemical explosives manufacturer Société Anonyme d'Explosifs et de Produits Chimiques (EPC), on August 18, which meant a condition of Omnia's offer could not be satisfied.
Nordex and EPC entered into a private placement and subsequent going private transaction on June 15, with EPC offering Nordex $0.12 a share.
Omnia, in July, through its mining division BME, made an offer to acquire all of the outstanding shares of Nordex at $0.20 apiece.
In response, EPC increased its original offer from $0.12 to $0.18 a share. Nordex’s board favoured EPC’s offer as they believed BME’s offer was contingent upon too many conditions.
Specifically, BME’s offer required two-thirds of all outstanding Nordex shares to be tendered and that it be afforded with multiple avenues to cleanly walk away from the deal. As a result, the Nordex board has taken the position that the EPC offer is in the best interest of Nordex’s shareholders as it offers greater deal certainty.
Meanwhile, Omnia said it would continue to seek to expand its business into the North American marketplace through Canada and has identified a suitable site in Ontario for its market entry and expansion programme.
"Having heard from customers and suppliers, Omnia and BME remain fully committed to entering the North American market. While we are disappointed with the outcome of the Nordex offer, we had planned for that possibility and are now moving to execute on our alternative business expansion plans," said BME MD Joseph Keenan.