I am on their 'company update' email list. They obviously want to get their response out ASAP and chose the form of Media/Press Release as proxies close tomorrow 10.30am, so we can make an 'informed' decision??..
Below is a Bus Spectator article re the media release. cheers, nil.
Last update 8:55 PM, 8 Jun 2009 OZ Minerals confirms it has rejected two proposals in favour of Minmetals OZ Minerals confirms it has rejected two proposals in favour of Minmetals 8:55 PM
By a staff reporter
OZ Minerals Ltd has confirmed it will recommend shareholders vote in favour of Minmetals' $US1.2 billion ($A1.5 billion) deal, and says it has knocked back two less superior proposals, including the offer from a syndicate of investors led by RFC Group and Royal Bank of Canada.
"OZ Minerals’ board continues to unanimously recommend that shareholders vote in favour of the Minmetals transaction in the absence of a superior proposal," OZ Minerals chairman Barry Cusack said.
OZ Minerals said after its announcement on Friday that it had not received any recapitalisation proposals, it had then received two unsolicited proposals, which can not be identified, as they are confidential.
The board voted that neither of the two proposals offered superior value to shareholders than the offer from Minmetals. Chief executive Andrew Michelmore did not participate in discussions, OZ Minerals said, so as to ensure there was no actual or perceived conflict of interest.
"The board of OZ Minerals unanimously concluded that neither proposal offered superior value to existing shareholders compared to the proposed asset sale to China Minmetals Non-ferrous Metals Co, Ltd, and the implementation of each proposal was less certain than the Minmetals transaction," the company said.
"Further, neither proposal offered a complete solution to the company’s refinancing issues ... the board has rejected both proposals and has advised the proposers of its decision."
Mr Cusack said he believed the rise in the company's share price proved the market's assessment on the outlook for OZ Minerals.,in conjunction with Minmetals, was positive.
"The share price of OZ Minerals has risen 59 per cent since the revised Minmetals transaction was announced on 1 April 2009, compared to an increase in ASX All Resources Index of 18 per cent over the same period," Mr Cusack said.
"I would not normally refer to the Company’s share price, but I think it is reasonable to conclude that the market’s assessment of the outlook for OZ Minerals based on completion of the Minmetals transaction is positive.
“We believe the proposed Minmetals transaction is the best available outcome for shareholders and the only option that provides a complete solution to OZ Minerals refinancing issues.
Mr Cusack said the company had been scrupulous in its assessment of the alternatives and he believes OZ Minerals' future would not be able to be realised if shareholders do not pass the Minmetals resolution when they vote at the annual general meeting on Thursday.
“We have been scrupulous in our assessment of the alternatives that have been presented to us, and the Minmetals proposal remains the best solution,” Mr Cusack said.
“I urge shareholders to support the resolution authorising the sale of assets to Minmetals, in the absence of a superior proposal, as the exciting future I believe OZ Minerals has will not be able to be realised if this resolution is not passed.”
OZ Minerals said 'proposal A' comprised of the issue of two tranches of secured convertible bonds of, in the aggregate, $US780 million and an equity placement of $US220 million.
The proposal also included an optional inventory re-purchase facility to provide working capital of up to $US200 million.
The company said a non-underwritten follow-on entitlement offer to shareholders of up to $300 million would also be included, but shareholders would not have been offered the opportunity to invest in the convertible bonds.
"The board concluded that the structure of Proposal A was not in the interests of shareholders, that new investors in the proposed convertible bonds would be the principal beneficiaries of the proposal and that the certainty of the proposal being able to be completed was lacking," the company said.
"Proposal A was assessed to be value-dilutive to the Company’s existing shareholders relative to the Minmetals transaction."
OZ Minerals said 'proposal B' was an equity recapitalisation, first provided to the company on Friday night.
"Proposal B was an equity recapitalisation that, unlike Proposal A, had not been widely canvassed in the media and was first provided to the company on the evening of Friday, 5 June," the company said in a statement.
"Proposal B was assessed as not being sufficiently compelling either with respect to value or certainty of execution," OZ Minerals said.
"Like Proposal A, it did not take into account a number of additional costs and fees that would be incurred if the recapitalisation was to go ahead, including the substantial fees (approximately $87 million) that the company would be required to pay to the proposer if it was to proceed with the proposal."
OZL Price at posting:
$8.85 Sentiment: Hold Disclosure: Held
