CLA 5.00% 1.1¢ celsius resources limited.

I think it's nothing material new, what has not been discussed...

  1. 465 Posts.
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    I think it's nothing material new, what has not been discussed so far, but it's nonetheless remarkable to be included in Far East Capital's weekly commentary (page 3)
    http://www.fareastcapital.com.au/imagesDB/newsletter/WeeklyComm20May2023.pdf

    "4. Celsius bid, a stepping stone to development
    Celsius has entered into a takeover agreement (wto be by
    a scheme of arrangement) with a TSX-listed company,
    Silvercorp Metals Inc (TSX:SVM) whereby that company
    will buy all the shares in Celsius at 3¢ a share. It is
    essentially a scrip bid i.e. 90% of the consideration will be
    shares in Silvercorp, and 10% in cash. That values Celsius
    at A$56m, on the day of the release.
    Concurrent with the takeover transaction, Celsius
    shareholders will receive shares in a new company called
    SpinCo, via a distribution in specie of the second string
    copper project in the Philippines, Sagay, and the Opuwo
    Cobalt Project in Namibia. SpinCo will list either on the ASX
    or AIM.
    Thus Celcius shareholders will end up with shares in two
    companies; Silvercorp and SpinCo. One will develop the
    MCB Copper Project in the Philippines, and the other will
    advance the Sagay and Opuwo Projects.
    Silvercorp will be providing placement funding for Celsius of
    A$5m for MCB, at the price of 1.5¢ a share, and Silvercorp
    subsequently intends to invest A$4m into SpinCo.
    Importantly, Silvercorp is strongly capitalised at US$607m
    on the TSX, and at 31/12/22 it had cash and cash
    equivalents of US$210m, and equity investments of
    US$121m
    Comment - a pragmatically positive move
    The gut reactions to something like this will always be “why
    so complicated”, and “what does this all mean”? It is a scrip
    takeover bid but shareholders still hold equity upside
    through a TSX listing, which may or may not suit investors.
    However, Silvercorp is more than 10x larger that Celsius,
    so the leverage to the MCB Copper Project is materially
    diluted by the current Silvercorp portfolio of other projects.
    One needs to look at these and decide whether or not they
    have merit.
    At the very least, the merged company should present a
    lower risk situation owing to the stronger balance sheet and
    the better ability to finance the development of MCB. You
    can see the logic. If they don’t like the deal, shareholders
    can vote it down before it goes to court for approval under
    the scheme of arrangement regulations, but that would not
    be a sensible risk strategy. After all, how many financiers
    would throw money for development of a project in the
    Philippines, owned by a $50m size ASX-listed junior? The
    proposed corporate strategy is a pragmatically positive
    initiative.
    Moving Sagay to a separate vehicle helps keep leverage
    with shareholders to what could be a substantial copper
    project, albeit at an earlier stage than MCB. Any
    commercial success on MCB, by Silvercorp, would have a
    positive rub-off on SinCo.
    So, MCB will be largely de-risked on the dilution front with
    development that would seem better assured, while the
    speculative flavour is preserved for the punting type
    investors in SpinCo. You can see the merit.
    The Bottom Line
    Celsius has been a highly-levered, unloved junior copper
    stock operating in an exotic location, with limited access to
    equity funding. It needs to escape from the < 2¢ level of
    purgatory. This scheme is a way of doing that and avoiding
    further survival placements at the bottom of the trading
    range. A deal that delivers TSX stock won’t appeal to many
    ASX focused investors, so there will probably be sizeable
    selling over coming weeks with many people not waiting for
    the better priced paper component of the deal. There are
    plenty of other stocks, selling near cyclical lows, to which
    money can be deployed.
    Disclosure: Interests associated with the author owns shares in Celsius and have received capital raising fees."

    Although I am only a very small light in the shadow of the big top20 holders, I am still patiently waiting for the outcome of the offer bid. I have participated in previous acquisitions several times, suffice it to say it has never been to my detriment.
 
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