The proposed acquisition of Azure Minerals Ltd (ASX:AZS, OTC:AZRMF) by SH Mining Pty Ltd, a bid vehicle jointly owned by Sociedad Química y Minera de Chile S.A. (SQM (NYSE:SQM)) and Hancock Prospecting Pty Ltd, has progressed with all competition law approvals obtained.
The joint bidders, SQM through its subsidiary SQM Australia Pty Ltd, and Hancock, through its subsidiary Hanrine Future Metals Pty Ltd, propose to acquire Azure by way of a scheme of arrangement for cash consideration of $3.70 per Azure share.
There is also a fall-back conditional off-market takeover offer for cash consideration of $3.65 per Azure share should the scheme not be successful.
Subject to other conditions
Obtaining the competition law approvals means that the relevant conditions precedent set out in clause 3.1(b) and clause 1.7(b) of Schedule 2 of the Transaction Implementation Deed have been satisfied.
Completing the transaction remains subject to other conditions as set out in the deed. Each of these conditions needs to be satisfied or (if applicable) waived before the scheme can become effective or the takeover offer can become unconditional.
Azure has lodged the draft Transaction Booklet with ASIC and expects to send it to Azure shareholders in early March 2024.
Board recommendation
The company's board unanimously recommends that shareholders support the transaction by voting in favour of the resolutions to approve the joint bidders’ arrangements and the scheme.
By accepting the takeover offer if the scheme is not successful, it also recommends in the absence of a superior proposal and subject to an 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 reasonable.
Subject to these qualifications, each member of the board intends to vote all Azure shares held or controlled by them in favour of the resolutions to approve the joint bidders’ joint bid arrangements and the scheme, and, in the event that the scheme is not successful, accept those Azure shares into the takeover offer.