The board of gold miner St Barbara has again thrown its backing behind a deal with fellow-listed Genesis Minerals, after that company amended its offer for St Barbara’s Leonora assets, after Silver Lake Resources last week revised its own offer.
St Barbara earlier this month rejected an unsolicited, non-binding, indicative and conditional proposal from Silver Lake, offering A$732-million for the Leonora assets, comprising a A$326-million cash consideration and a Silver Lake scrip consideration comprising 327.1-million new shares in Silver Lake at an implied value of A$406-million.
Instead, St Barbara stuck to its A$600-million agreement with Genesis Minerals, which would give Genesis control of St Barbara’s Leonora assets for an upfront cash payment of A$370-million, the issue of 147.8-million shares in Genesis, valued at A$170-million, and an additional 52.2-million shares in Genesis, valued at A$60-million, contingent on Tower Hill achieving first production.
Silver Lake last week revised its offer to A$707-million, comprising a A$326-million cash component and the issue of 327.1-million shares, valued at A$381-million, saying the new offer represented a significant premium to the Genesis transaction.
Genesis has now revised its own offer, offering St Barbara an additional five-million shares upfront upon the completion of the transaction, and while accelerating the conversion of the 52.2-million performance rights into Genesis shares immediately upon the completion of the transaction.
St Barbara said on Monday that the consideration under this revised transaction agreement had an implied value of A$631-million based on Genesis’ closing price, with the net after-tax value to St Barbara being estimated at A$604-million.
Under the revision, Genesis has also agreed to pay a cash deposit of A$25-million, which will be held in an escrow account and is non-refundable if Genesis shareholders did not approve the transaction or if St Barbara validly terminates the agreement, excluding for a superior proposal.
As such, the St Barbara board has again concluded that the Silver Lake offer did not satisfy the ‘fiduciary out’ exceptions to the no talk and no due diligence obligations under the deal struck with Genesis.
Genesis on Monday maintained that the acquisition of St Barbara’s Leonora assets was consistent with the company’s established strategy, with the company’s focus exclusively on the Leonora district of Western Australia, with production growth aimed at more than 300 000 oz/y.