Metals Acquisition (US:MTAL)2025-05-27 10:02Acquisition Details - MAC Copper Limited has entered into a binding scheme implementation deed with Harmony Gold Mining Company for Harmony to acquire 100% of MAC's issued share capital[1]. - Under the scheme, MAC shareholders will receive US$12.25 (A$18.93) per MAC share, implying a fully diluted equity value of approximately US$1.03 billion (A$1.60 billion)[7]. - The consideration represents a premium of 32.1% to the 30-day volume weighted average price (VWAP) of US$9.28 per MAC share and 20.7% to the last closing price of US$10.15 per MAC share[7]. - Harmony will assume MAC's existing senior debt and obligations related to silver and copper streams with Osisko and royalty arrangements with Glencore[18]. - The implementation of the scheme is expected to occur in Q4 2025, pending shareholder approval and court sanction[24]. - The break fee for MAC if the transaction does not proceed is approximately US$23.6 million, while Harmony's reverse break fee is US$11.8 million[22]. - The scheme will allow MAC shareholders to elect to receive their consideration in Australian Dollars based on the exchange rate on the effective date[14]. - Harmony Australia plans to acquire 100% of the issued share capital in MAC as part of the Scheme[36]. Regulatory and Approval Conditions - The transaction is subject to limited conditions, including approvals from Australia's Foreign Investment Review Board and the South African Reserve Bank, but is not subject to financing or due diligence conditions[10]. - The Scheme requires MAC Shareholders to approve the Scheme by a resolution of a majority representing 75% or more of the voting rights[61]. - The completion of the Transaction is subject to various conditions, including obtaining necessary shareholder and regulatory approvals[43]. - Harmony received a written notice under FATA stating that the Commonwealth Government of Australia does not object to the acquisition of the Scheme Shares[63]. - Harmony and applicable subsidiaries received unconditional approval from the SARB for the implementation of the Scheme[63]. - ASIC and ASX provided necessary consents and approvals for the implementation of the Scheme[63]. - The conditions for MAC Shareholder Approval and Court Approval cannot be waived[68]. Shareholder and Board Recommendations - The MAC board unanimously recommends that shareholders vote in favor of the scheme, with directors holding 2.4% of shares intending to vote in favor[8]. - Key shareholders, including Fourth Sail and Osisko, representing 20.1% of shares, have confirmed their support for the scheme[13]. - The MAC Directors intend to recommend the Transaction to MAC Shareholders, subject to no Superior Proposal[53]. Financial Obligations and Fees - Harmony must ensure sufficient resources are available to satisfy the Aggregate Scheme Consideration on the Implementation Date[59]. - The Break Fee is to be paid to Harmony within fifteen Business Days after a valid demand, unless MAC has terminated the deed[132]. - The Break Fee is intended to compensate Harmony for significant costs incurred in connection with the Scheme[133]. - The maximum aggregate liability of MAC under this deed is limited to the amount of the Break Fee[137]. - Harmony must pay MAC the Reverse Break Fee within fifteen (15) Business Days after receiving a written demand from MAC if MAC validly terminates the deed[144]. - The Reverse Break Fee is calculated to reimburse MAC for various costs, including external advisory costs and opportunity costs incurred[146]. - Harmony's maximum aggregate liability under the deed is limited to the amount of the Reverse Break Fee, except in cases of fraud or intentional breach[150]. Confidentiality and Information Sharing - The Recipient must keep Confidential Information secure and only use it for the Approved Purpose[177]. - The obligations regarding confidentiality survive the termination of the deed[174]. - The Recipient must return or destroy all copies of Confidential Information upon request from the Discloser[180]. - MAC must provide Harmony with access to information and management reports within 30 calendar days after the end of each month[102]. Conditions and Restrictions on MAC - MAC must use best endeavors to satisfy conditions related to shareholder approval and regulatory consents[65]. - MAC must conduct its business in a manner consistent with the past 12 months and comply with all applicable laws[96]. - MAC is restricted from incurring financial indebtedness exceeding US$2 million without prior consent[98]. - MAC must maintain relationships with key stakeholders and preserve the value of its assets[96]. - MAC is prohibited from materially increasing director or employee remuneration outside of the approved budget[98]. - MAC must not engage in any discussions or negotiations regarding competing proposals during the Exclusivity Period[119]. Competing Proposals and Exclusivity - MAC must notify Harmony of any approaches or proposals related to competing offers within 48 hours[123]. - During the Exclusivity Period, MAC is prohibited from publicly supporting any Competing Proposal or withdrawing its Recommendation[127]. - MAC must provide Harmony with a written notice detailing all material terms of any Competing Proposal, including price and form of consideration[127]. - Harmony has a Matching Period of five Business Days to present a matching or superior proposal after receiving notice from MAC[127]. - If Harmony presents a Counterproposal, MAC must determine within three Business Days whether it provides an equivalent or superior outcome for MAC Shareholders[128]. Legal and Compliance Matters - Harmony acknowledges that the Reverse Break Fee is a genuine and reasonable pre-estimate of the costs MAC would incur if the Scheme is not implemented[146]. - The parties must not make any application to a court or Government Agency regarding the determination of the Reverse Break Fee[150]. - Harmony's obligations to pay the Reverse Break Fee are subject to the performance not being unlawful or unenforceable[147]. - Harmony may terminate the deed with immediate effect if a majority of MAC Directors publicly withdraw or change their recommendation regarding the Scheme[169]. - MAC can terminate the deed if the Scheme has not become effective on or before the End Date[169].