A Anglogold reviu em alta a sua proposta para aquisição da mineira ghanesa, a Ashanti Goldfields, passando a propôr 29 acções da Anglogold por cada de 100 acções da Ashanti. Relembro que a anterior proposta era de 26 AU por cada 100 ASL.
Com esta revisão, a Anglogold assume definitivamente a liderança na corrida à ASL dado que, apesar de quantitativamente ser inferior à da Randgold Resources, a sua proposta foi a preferida pela administração da ASL.
A única possibilidade de a Randgold Resources (GOLD) inverter esta situação é a de propor uma aquisição em cash em ao contrário da sua proposta inicial que previa uma troca de de acções na proporção de 2 ASL por cada 1 GOLD.
Os accionistas maioritários preferem claramente ficar com acções da AU em vez de acções da GOLD uma vez que a dimensão e liquidez da Anglogold bem como o seu know-how técnico é muito superior ao da Randgold. Para além de ficarem com 14,5% daquela que passará a ser a maior empresa do sector, em caso de desejarem converter em cash as suas posições (como é o caso da britânica Lonmin) a liquidez da AU permite fazê-lo com menor interferência no mercado.
Deixo aqui a notícia completa.
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ACCRA, Ghana, Oct 14, 2003 (BUSINESS WIRE) --
The board of Ashanti Goldfields Company Limited ('Ashanti') is pleased to announce that it has today received an improved final merger offer ('Revised Merger Proposal') from AngloGold Limited ('AngloGold'). Following consideration of the terms of the Revised Merger Propo
sal and the terms of the merger proposal received from Randgold Resources Limited ('Randgold') as announced on 23 September 2003, the board of Ashanti has resolved unanimously (a) to recommend AngloGold's Revised Merger Proposal. In reaching its conclusion, the board of Ashanti has considered, amongst other things, the results of the technical, legal and financial due diligence exercise undertaken on both AngloGold and Randgold and formed a view as to which proposal it believes is in the best interests of Ashanti's stakeholders, including shareholders, employees and the people of Ghana.
Under the Revised Merger Proposal, Ashanti's shareholders will receive 29 new AngloGold ordinary shares for every 100 Ashanti ordinary shares held. Based on the closing market price of AngloGold ADSs on the New York Stock Exchange on 13 October 2003 (the last practicable trading day prior to this announcement), the Revised Merger Proposal values each Ashanti share at US$10.97 and the entire issued share capital of Ashanti at approximately US$1,431 million. On completion of the Revised Merger Proposal and based on the current issued share capital of each company, existing Ashanti shareholders would own approximately 14.5% of the enlarged company's issued share capital.
The Revised Merger Proposal is conditional on the support of the Government of Ghana as shareholder and regulator of Ashanti, the approval of the scheme of arrangement required to implement the transaction by Ashanti shareholders and the High Court of Ghana and certain other regulatory approvals and third party consents as detailed in the 4 August announcement.
Other than the exchange ratio, the Revised Merger Proposal will be on the same terms and conditions as those set out in the transaction agreement between Ashanti and AngloGold as announced on 4 August 2003. It is intended that the transaction agreement will be revised accordingly as soon as practicable.
Lonmin Plc ('Lonmin'), which holds 27.6% of Ashanti's issued share capital, entered into an undertaking with AngloGold, dated 4 August 2003, to vote in favour of the merger. Lonmin can only withdraw its support for the merger with AngloGold if the board of Ashanti withdraws its recommendation or if the transaction agreement relating to AngloGold's proposal is terminated.
In light of the Revised Merger Proposal, Lonmin has irrevocably undertaken to AngloGold not to have any discussions with Randgold, or to accept or support any proposal from Randgold unless such proposal includes a fully underwritten cash alternative and the board of Ashanti determines it to be a superior proposal in accordance with the terms of the transaction agreement with AngloGold.
There can be no assurance that a transaction with AngloGold will be completed. Consequently, shareholders of Ashanti are advised to exercise caution when dealing in the relevant securities.
(a) Chester Crocker, Lynda Chalker and Edward Haslam, being directors of Ashanti, have not taken part in the deliberations of the board of Ashanti relating to the recommendation of the Revised Merger Proposal. Chester Crocker and Lynda Chalker did not participate because they or companies in which they have an interest have entered into commercial contracts with AngloGold, its subsidiaries or its major shareholder, Anglo American plc. Edward Haslam did not participate because he is an executive director of Ashanti's largest shareholder, Lonmin Plc, which has given an undertaking to AngloGold to support the Revised Merger Proposal.
Certain statements in this announcement are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Ashanti believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.
For a discussion of the important factors and risks involved in Ashanti's business refer to Ashanti's filings with the U.S. Securities and Exchange Commission (the 'Commission'), including Ashanti's amended annual report on Form 20-F/A for the year ended 31 December 2002, filed with the Commission on 17 June 2003.
Ashanti does not undertake any obligation to update publicly any forward-looking statements discussed in this announcement, whether as a result of new information, future events or otherwise.
OPA sobre Ashanti Goldfields - Anglogold sobe a parada
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15-10-2003 08:14
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