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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