Azure Minerals Limited (ASX: AZS) (“Azure”) is pleased to announce that it has entered into a binding Transaction Implementation Deed (“TID”) with SQM Australia Pty Ltd (“SQM”), a wholly- owned subsidiary of Sociedad Química y Minera de Chile S.A., under which it is proposed that SQM will acquire 100% of the shares in Azure by way of a scheme of arrangement (“Scheme”) for a cash amount of $3.52 per Azure Share (“Scheme Consideration”), and a simultaneous conditional off- market takeover offer (“Takeover Offer”) for a cash amount of $3.50 per Azure Share should the Scheme not be successful (together, the “Transaction”).
- The Scheme Consideration of A$3.52 per Azure share implies a fully-diluted equity value for Azure of ~A$1.63 billion1 and represents a premium of:
- 44.3% to the last closing price of A$2.44 per Azure share on Friday, 20 October 2023;
- 55.9% to the 10-day VWAP of A$2.26 per Azure share up to and including Friday, 20
- 52.4% premium to SQM’s previous proposal of A$2.31 per Azure share as announced to the ASX on 15 August 2023; and
- 46.7% to the offer price of A$2.40 per Azure share from Azure’s most recent equity raising announced to the ASX on 21 August 2023.
- The Transaction is subject to limited conditions, including SQM obtaining approval from FIRB. Significantly, it is not subject to any financing or due diligence conditions and the Takeover Offer is not subject to any minimum acceptance condition.
- The Azure Board unanimously recommends the Transaction in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Azure shareholders and that the Takeover Offer is fair and reasonable2.
- One of Azure’s major shareholders, Delphi Group, intends to support the Transaction, subject to no superior proposal emerging.
Read full ASX announcement for all details.
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