The takeover offer for 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 a key approval received from Australia’s Foreign Investment Review Board (FIRB).
SQM, through its subsidiary SQM Australia Pty Ltd, and Hancock, through its subsidiary Hanrine Future Metals Pty Ltd, have made an offer, through the bid vehicle SH Mining 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.
No objection from FIRB
On April 30, 2024, SH Mining received written confirmation from the FIRB that the Australian Commonwealth Government has no objection to the scheme and the takeover offer under the Foreign Acquisitions and Takeovers Act 1975 (Cth).
This satisfies the condition precedent to the scheme relating to FIRB approval, as set out in clause 3.1(a) of the Transaction Implementation Deed between (among others) Azure and SH Mining dated December 19, 2023.
Values Azure at $1.7 billion
SH Mining’s transaction values Azure at approximately A$1.7 billion on a fully diluted equity basis.
As of April 10, 2024, SH Mining had acquired 39.2% of Azure.
The scheme now remains subject to very limited conditions precedent being those that are customary conditions precedent and approval of the scheme by the Supreme Court of Western Australia at the Second Court hearing scheduled for 4.00pm (Perth time) on Wednesday, May 1, 2024.
Azure advises that it is not currently aware of any matter that would result in the non-fulfilment of any condition to the scheme.