A Harmony Gold e a African Rainbow Mineral Gold (ARMgold) anunciaram, apoós o fecho da bolsa de Joanesburgo, que se iriam fundir numa única empresa, criando desta forma a 5ª maior empresa mundial do sector.
O rácio de troca será de 2 acções da HMY por cada 3 da ARMgold.
JOHANNESBURG--A new South African mining giant has been hatched through a merger agreement between African Rainbow Minerals Gold (ARMgold) and Harmony Gold.
While the merger, announced shortly after the JSE Securities Exchange’s close on Friday, is still subject to several conditions, it is highly likely the two companies will become one under a new Harmony banner.
In a statement, the two companies said the merged entity will be 26% controlled by “historically disadvantaged South Africans” and will be the world’s fifth largest gold producer. “Conspicuous and distinctive emphasis” will be placed on the letters ARM to include ARMgold’s identity in the new Harmony name.
The enlarged Harmony will mine more gold within South Africa than any other producer including Harmony’s suite of mines, the Freegold joint venture, ARMgold’s other interests and a stake in the rich Target mine owned by Avmin-controlled Avgold.
Earlier on Friday, Anglo said it had sold its 34.5% stake in Avmin to ARMgold and Harmony for R1.7 billion.
The merger between Harmony and ARMgold is also expected to realise synergies in the Free State province by consolidating the region into one operating unit which will optimise ore bodies and infrastructure, enhancing returns for shareholders.
In terms of the merger, which will be through a scheme of arrangement, ARMgold’s Patrice Motsepe will become non-executive chairman while Harmony’s Bernard Swanepoel will be the chief executive. In terms of payment, Harmony will issue 63.67 million shares in consideration of the merger. The merger ratio will be two Harmony shares for every three ARMgold shares. This ratio was calculated with reference to the 30-day volume-weighted average traded price of Harmony and ARMgold shares prior to the final negotiation of the terms of the merger.
In addition, ARMgold will pay a special dividend of 500c per ARMgold share prior to the implementation of the merger. On the other hand, Harmony has undertaken not to pay any dividends prior to the merger taking place.
Based on Harmony’s closing share price of R77 on April 30, the proposed merger consideration, including the special dividend, values each ARMgold share at R56.33. But before the transaction can be ratified, several conditions must be met including approval from shareholders, the High Court (regarding the scheme of arrangement), and competition authorities.
Meanwhile, as analysts are still deciphering ratios and working out whether the price is right, it is worth noting that the proposed merger is between parties that already know each other fairly well.
In April 2002, Harmony and ARMgold formed a joint venture that acquired the assets of Freegold from AngloGold. This proved to be a sound investment which has produced good returns for both companies. At the same time, Harmony and ARMgold entered into a co-operation agreement for a period of 12 months to (in their own words) “ jointly exploit opportunities for the acquisition and establishment of gold mining and related businesses and the acquisition or exploitation or mineral rights within South Africa.”
Since that time the two companies have also worked together pursuing other opportunities and they say they have “complementary management cultures and strategies.”
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