TIDMBHP
RNS Number : 6375G
BHP Group PLC
27 July 2021
NEWS RELEASE
Release Time IMMEDIATE
Date 27 July 2021
Release Number 10/21
Recommended all-cash offer for Noront Resources Limited
Today, BHP Lonsdale Investments Pty Ltd (BHP Lonsdale), a
wholly-owned subsidiary of BHP Group Limited, announced that BHP
Western Mining Resources International Pty Ltd (BHP WMR), a
wholly-owned subsidiary of BHP Lonsdale, has made a recommended
all-cash offer to acquire all of the issued and outstanding common
shares of Noront Resources Limited (Noront) for C$0.55 per share in
cash.
BHP Lonsdale, BHP WMR and Noront have entered into a definitive
support agreement, whereby Noront has agreed to, among other
things, support the takeover-bid by BHP WMR.
Noront is a Canadian based mining company, listed on the TSX
Venture Exchange. It is focused on the development of its
high-grade Eagle's Nest nickel, copper, platinum and palladium
deposit and chromite deposits including Blackbird, Black Thor, and
Big Daddy, all of which are located in the James Bay Lowlands of
Ontario in an emerging metals district known as the Ring of
Fire.
Further information on the offer is in the attached
document.
Further information on BHP can be found at: bhp.com
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: Tel: +61 3 9609 2222 Mobile:
+61 411 071 715 + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: Tel: +44 20 7802 7144 Mobile:
+44 7786 661 683 +44 7961 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: Tel: +1 713 296 7919 Mobile:
+1 713 299 5342 +1 832 870 7677
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and
Registered Office: Level 18, Wales
171 Collins Street Registered Office: Nova South,
Melbourne Victoria 3000 Australia 160 Victoria Street
Tel +61 1300 55 4757 Fax +61 London SW1E 5LB United Kingdom
3 9609 3015 Tel +44 20 7802 4000 Fax +44
Members of the BHP Group which 20 7802 4111
is
headquartered in Australia
July 27, 2021
BHP makes recommended all-cash offer of C$0.55 per share for
Noront
Noront Board recommends shareholders accept the offer
- Consideration of C$ 0.55 per share represents a 129 % premium
to Noront's unaffected closing price on May 21, 2021 and a 69%
premium to Noront's closing price on July 26, 2021, the last
trading day prior to announcing this transaction.
- The members of the Noront Board who voted on the matter
unanimously recommend shareholders accept the offer.
- Noront directors and senior management and a major shareholder
holding an aggregate of 9.9 % of the Noront shares on a fully
diluted basis (1) have agreed to tender all of their Noront shares
to the offer.
- Noront represents a growth opportunity in a prospective nickel
basin capable of delivering a scalable, new nickel-sulphide
district and provides the BHP group with more growth options in
future facing commodities.
- With proven expertise and capabilities in both exploration and
bringing complex base metals projects into production, the BHP
group is well positioned to advance Noront's Ring of Fire projects
through the next stages of development.
- To tender your shares contact your broker or Kingsdale
Advisors. Contact information is included below.
(1) References to fully diluted shares in this press release
assume all outstanding convertible loans, warrants, options and
share awards are converted into shares.
Toronto, Ontario/Melbourne, Victoria - BHP Lonsdale Investments
Pty Ltd ("BHP Lonsdale") , a wholly owned subsidiary of BHP, and
Noront Resources Ltd. (TSXV: NOT ) ("Noront" or the "Company")
today announced that they have entered into a definitive Support
Agreement pursuant to which BHP Western Mining Resources
International Pty Ltd (the "Offeror"), a wholly-owned subsidiary of
BHP Lonsdale, will make a take-over bid to acquire all of the
issued and outstanding common shares of Noront for C$ 0.55 per
share in cash (the "Offer"). BHP Lonsdale owns 3.7% of the Noront
shares on a fully diluted basis. The total equity value of the
transaction is C$325 million (based on 100% of the fully diluted
shares outstanding). The members of the Board of Directors of
Noront who voted on the matter unanimously recommend that Noront
shareholders tender their shares to accept the Offer.
The cash consideration of C$ 0.55 per share represents a premium
of 129 % to Noront's unaffected closing price of C$0.24 on May 21,
2021, the last trading day prior to the date that Wyloo Metals Pty
Ltd. ("Wyloo") first publicly announced its intention to make an
offer for Noront, and a 69 % premium to Noront's closing price of
C$0.325 on July 26, 2021, the last trading day prior to the
announcement of this transaction . In addition, the C$0.55 per
share Offer price is C$ 0.235 per share, or 75 %, higher than the
C$0.315 per share proposed by Wyloo in its announcement on May 25,
2021.
Noront CEO, Alan Coutts: "This transaction provides a
significant premium to Wyloo's indicative offer, and crystallizes
immediate and certain value through an all-cash offer. After
careful consideration, Noront's Board of Directors, with input from
its financial and legal advisors and the Special Committee,
determined this offer is in the best interests of the company and
shareholders. BHP has the financial strength, world-class mining
expertise, and commitment to work in partnership with stakeholders
to advance Eagle's Nest and the Ring of Fire, which has the
potential to deliver benefits to local communities, First Nations,
and Ontario for years to come."
BHP Chief Development Officer, Johan van Jaarsveld: "We are
pleased that the Noront board has seen the value in our offer and
has recommended it to its shareholders. This is a win-win for both
BHP and Noront shareholders. For BHP, the acquisition of Noront
presents a world-class growth option, in a key future-facing
commodity. The highly prospective Eagle's Nest nickel project
provides an excellent platform from which to develop further
opportunities in Ontario's Ring of Fire. For Noront shareholders,
this offer recognizes and realizes the full value of Noront's
portfolio, delivering guaranteed shareholder returns in the near
term. We are excited to bring our mining expertise and capabilities
to develop these long-term opportunities. We look forward to
working in constructive partnerships with First Nations peoples,
government and communities to realize the untapped potential of
these important resources."
Reasons to accept the Offer
- Compelling premium. The Offer represents a 69% premium to the
closing price of C$0.325 per Noront share on the TSXV on July 26,
2021 (the last trading day prior to the announcement of the Offer)
and a 129% premium to the closing price of C$0.24 per Noront share
on the TSXV on May 21, 2021 (the last trading day prior to the
announcement by Wyloo of its intention to make an offer to acquire
the Noront shares). The Offer represents a 75% premium to Wyloo's
proposed offer price of C$0.315 per share.
- Liquidity and certainty of value. The Offer immediately
crystalizes full and certain value by providing for 100% cash
consideration for the Noront shares, giving depositing shareholders
certainty of value and immediate liquidity while removing
financing, market, regulatory and execution risks to shareholders.
Shareholders who deposit their Noront shares under the Offer will
have the opportunity to realize cash proceeds and certainty of
value for their shares.
- Unanimous recommendation of the Noront Board. The members of
the Noront Board of Directors who voted on the matter have, after
consultation with the Board's financial and legal advisors and the
Special Committee of the Board, UNANIMOUSLY DETERMINED that the
Offer is in the best interests of Noront and the Offer price is
fair, from a financial point of view, to Noront shareholders and,
accordingly, UNANIMOUSLY RECOMMED that shareholders ACCEPT the
Offer and DEPOSIT their Noront shares under the Offer.
- Support of shareholders. Certain Noront shareholders,
including certain directors and each officer of Noront, have
entered into lock-up agreements pursuant to which they have agreed
to deposit under the Offer all Noront shares held or to be acquired
by them pursuant to the exercise of options or share awards,
representing in the aggregate approximately 9.9% of the issued and
outstanding Noront shares on a fully-diluted basis, subject to
certain terms and conditions of such agreements.
- Minimum tender condition. In order for Noront shareholders to
be able to receive the Offer price for their shares, more than 50%
of the outstanding Noront shares not beneficially owned or
controlled by BHP Lonsdale, the Offeror or any other person acting
jointly or in concert with the Offeror must be deposited under the
Offer prior to the expiry of the initial deposit period.
Shareholders increase the likelihood of receiving the Offer price
by depositing their shares under the Offer prior to the expiry of
the initial deposit period.
- Project execution and development risk. BHP Lonsdale believes
that the Offer provides Noront shareholders with the value inherent
in Noront's portfolio of projects, including the Eagle's Nest
project, without the long-term risks associated with the
development and execution of those projects. Given the relatively
early stage of Noront's projects, it will be several years before
the Eagle's Nest project or other projects in the portfolio reach
commercial production, if at all.
- Significant growth funding required. Noront's development and
exploration projects have significant funding requirements to bring
them to the production stage. Noront currently has limited cash to
fund the necessary capital projects and near-term debt maturities,
which will be a further drain on cash. Equity financing sufficient
to repay debt and fund the progress of Noront's business plan, if
available, may be significantly dilutive to Noront
shareholders.
- Search for the best alternative. Following Wyloo's
announcement on May 25, 2021 of its intention to make an offer for
the Noront shares, the Special Committee had the opportunity to
consider strategic alternatives available to Noront, including,
among other alternatives, maintaining the status quo as a
publicly-traded company, and the Special Committee and the Noront
Board ultimately determined on July 26, 2021 to support the
Offer.
- TD Securities fairness opinion. TD Securities Inc. provided
the Noront Board of Directors with a verbal opinion to the effect
that, as of the date of such opinion, subject to the assumptions,
limitations, and qualifications which will be set out in the
written opinion, the Offer is fair, from a financial point of view,
to Noront shareholders (other than BHP Lonsdale and its
affiliates).
- Stifel independent fairness opinion. Stifel Nicolaus Canada
Inc. ("Stifel") , who is also acting as independent valuator
engaged to prepare a formal valuation of the Common Shares in
connection with the proposed Wyloo bid, provided the Special
Committee and the Noront Board of Directors with a verbal opinion
to the effect that, as of the date of such opinion, subject to the
assumptions, limitations, and qualifications which will be set out
in the written long form opinion, the Offer is fair, from a
financial point of view, to Noront shareholders (other than BHP
Lonsdale and its affiliates).
- Fully financed cash offer. The Offer is not subject to a
financing condition. The Offeror will satisfy the funding
requirements of the Offer from its cash resources.
Transaction details
The Offeror intends to formally commence the take-over bid by
mailing a take-over bid circular to shareholders shortly after this
announcement. The bid will initially be set to expire 105 days
after commencement. Noront has agreed to issue a deposit period
news release upon request from the Offeror to reduce the initial
deposit period to as few as 35 days from commencement, a right
which the Offeror currently intends to exercise. The Offeror will
ensure that there remain at least 10 days prior to the end of the
initial deposit period at such time as it exercises its right to
shorten the initial deposit period.
The Board of Directors of Noront, acting on the recommendation
of the Special Committee, and after evaluating the Offer in
consultation with Noront's legal and financial advisors, has
determined that the Offer is fair, from a financial point of view,
to Noront shareholders and in the best interests of Noront and
Noront shareholders. As such, the Board of Directors of Noront is
recommending that Noront shareholders tender their shares and
accept the Offer.
The Offer is conditional upon, among other closing conditions,
there having been deposited pursuant to the Offer and not withdrawn
at the expiry of the initial deposit period more than 50% of the
Noront common shares then outstanding, excluding the Noront common
shares beneficially owned, or over which control or direction is
exercised, by BHP Lonsdale, the Offeror and any other person acting
jointly or in concert with the Offeror . BHP Lonsdale owns
21,659,385 Noront common shares, representing approximately 4.7%
(or 3.7% on a fully diluted basis) of the outstanding common shares
.
Shareholders holding an aggregate of 9.9 % of the Noront common
shares on a fully diluted basis, including certain Noront directors
and senior management, have entered into lock-up agreements under
which they have agreed to deposit their shares under the Offer.
The Support Agreement provides for, among other things, a
non-solicitation covenant on the part of Noront (subject to
customary fiduciary out provisions). The Support Agreement also
provides the Offeror with a right to match any competing offer
which the Noront Board of Directors determines to be a superior
proposal.
The Offeror is entitled to a termination payment of C$13.0
million (equal to 4.0% of the total equity value of the transaction
based on 100% of the fully diluted shares outstanding) if the
Support Agreement is terminated in certain circumstances, including
if Noront enters into an agreement with respect to a superior
proposal, or if the Board of Directors of Noront withdraws or
modifies its recommendation with respect to the Offer.
Fairness opinions
The Noront Board of Directors received a verbal opinion on July
26, 2021 from TD Securities Inc., Noront's financial advisor, as to
the fairness as of the date of such opinion, from a financial point
of view, of the C$ 0.55 per share cash consideration offered
pursuant to the Offer to holders of Noront common shares (other
than BHP Lonsdale and its affiliates).This opinion was based on and
subject to the assumptions made, procedures followed, matters
considered and limitations and qualifications on the review
undertaken, which will be more fully described in the written
opinion to be provided by TD Securities Inc. and included in the
Noront directors' circular.
The Noront Board of Directors and the Special Committee also
received a verbal opinion on July 26 , 2021 from Stifel, who is
also acting as independent valuator engaged to prepare a formal
valuation of Noront in connection with the proposed Wyloo offer, as
to the fairness as of the date of such opinion, from a financial
point of view, of the C$ 0.55 per share cash consideration offered
pursuant to the Offer to holders of Noront common shares (other
than BHP Lonsdale and its affiliates). This opinion was based on
and subject to the assumptions made, procedures followed, matters
considered and limitations and qualifications on the review
undertaken, which will be more fully described in the written
long-form opinion to be provided by Stifel and included in the
Noront directors' circular.
Additional information regarding the Offer will be included in a
take-over bid circular which will be mailed to Noront shareholders
shortly, and in the Noront directors' circular, which will be
mailed to Noront shareholders no later than August 11 , 2021 .
These materials, as well as the Support Agreement, will also be
available under Noront's profile on SEDAR at www.sedar.com, and on
Noront's website at www.norontresources.com.
How to tender your shares
Only those who tender their shares will receive the cash
consideration of C$0.55 per share. To tender your shares today
please visit www.noronttender.ca.
Shareholder type: How do I tender my shares to
the BHP Offer?
Beneficial Contact your bank or your broker's
Most Noront shareholders are corporate actions department
beneficial shareholders. This immediately and instruct them
means your Noront shares are to tender your shares to the
held through a broker, bank, Offer.
or other financial intermediary,
and you do not have a share certificate.
--------------------------------------------
Registered Contact Kingsdale Advisors:
You hold your Noront shares directly Toll-free in North America: 1-866-581-0512
and may have a share certificate. Outside of North America: 416-867-2272
Email: contactus@kingsdaleadvisors.com
--------------------------------------------
Advisors
BMO Capital Markets is acting as financial advisor to BHP and
Blake, Cassels & Graydon LLP is acting as legal counsel to BHP.
Kingsdale Advisors is acting as strategic shareholder and
communications advisor to BHP. TD Securities Inc. is acting as
financial advisor, Bennett Jones LLP is acting as legal counsel and
Longview Communications & Public Affairs is acting as
communications advisor to Noront.
The Depositary and Information Agent for the Offer is Kingsdale
Advisors. If you have any questions or require assistance with
tendering to the Offer, please contact Kingsdale Advisors, by
telephone toll-free in North America at 1-866-581-0512 and at
1-416-867-2272 outside North America or by e-mail at
contactus@kingsdaleadvisors.com.
About Noront Resources
Noront Resources Ltd. is focused on the development of its
high-grade Eagle's Nest nickel, copper, platinum and palladium
deposit and the world class chromite deposits including Blackbird,
Black Thor, and Big Daddy, all of which are located in the James
Bay Lowlands of Ontario in an emerging metals camp known as the
Ring of Fire. www.norontresources.com
About BHP
BHP is a world-leading global resources company. We extract and
process minerals, oil and gas, with more than 80,000 employees and
contractors, primarily in Australia and the Americas. Our products
are sold worldwide, with sales and marketing led through Singapore
and Houston, United States. Our global headquarters are in
Melbourne, Australia. Our Potash head office is in Saskatoon and we
are opening our head office for metals exploration in Toronto.
Our corporate purpose is to bring people and resources together
to build a better world. Our strategy is to create value by growing
our exposure to a portfolio of world-class, expandable assets in
future-facing commodities. We create value for our stakeholders and
the communities where we operate by focusing on safety,
sustainability, innovation and exceptional performance. BHP has a
track record in Canada of more than four decades with interests in
potash, copper and nickel exploration, and joint ventures with a
range of technology, low emissions and sustainability projects. BHP
developed and operated the EKATI Diamond Mine in the Northwest
Territories which operated with a strong focus on benefiting local
communities, especially First Nations and Métis. Under BHP, EKATI's
spend with local northern and Indigenous suppliers was over 80% of
the mine's budget. BHP also initiated the first Opportunities
Agreements with First Nations in the Potash industry in
Saskatchewan, establishing agreements with six First Nations near
the Jansen Project for wide-ranging mutual benefits, including
education and training, employment and procurement.
www.bhp.com
Contact details
Noront Resources
Media Relations Investor Relations
Ian Hamilton Greg Rieveley
Tel: +1 (905) 399 6591 Tel: +1 (416) 367 1444
ihamilton@longviewcomms.ca greg.rieveley@norontresources.com
Janice Mandel
Tel : +1 (647) 300 3853
janice.mandel@stringcom.com
BHP
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: +61 411 Tel: +61 3 9609 2222 Mobile:
071 715 + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 Tel: +44 2078 027 144 Mobile:
661 683 +44 7961 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 Tel: +1 713 296 7919 Mobile:
299 5342 +1 832 870 7677
Canada
Bronwyn Wilkinson
Mobile: +1 604 340 8753
Forward looking statements
Certain statements contained in this press release contain
"forward-looking information" within the meaning of applicable
securities laws and are prospective in nature. Forward-looking
information and statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties that could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to,
statements regarding: the Offer, including the anticipated timing,
mechanics, funding, completion, settlement, results and effects of
the Offer; reasons to accept the Offer; and the value inherent in
Noront's portfolio of projects, including the Eagle's Nest
project.
Although the Offeror, BHP Lonsdale and Noront believe that the
expectations reflected in such forward-looking information and
statements are reasonable, such information and statements involve
risks and uncertainties, and undue reliance should not be placed on
such information and statements. Material factors or assumptions
that were applied in formulating the forward-looking information
contained herein include, without limitation, the expectations and
beliefs of the Offeror and BHP Lonsdale that the Offer will be
successful, that all required regulatory consents and approvals
will be obtained and all other conditions to completion of the
transaction will be satisfied or waived, and the ability to achieve
goals. The Offeror, BHP Lonsdale and Noront caution that the
foregoing list of material factors and assumptions is not
exhaustive. Many of these assumptions are based on factors and
events that are not within the control of the Offeror, BHP Lonsdale
or Noront, and there is no assurance that they will prove correct.
Consequently, there can be no assurance that the actual results or
developments anticipated by the Offeror, BHP Lonsdale or Noront
will be realized or, even if substantially realized, that they will
have the expected consequences for, or effects on, Noront, the
Offeror or BHP Lonsdale, or their respective future results and
performance.
Forward-looking information and statements in this press release
are based on the Offeror's, BHP Lonsdale's and Noront's beliefs and
opinions at the time the statements are made, and there should be
no expectation that these forward-looking statements will be
updated or supplemented as a result of new information, estimates
or opinions, future events or results or otherwise, and the
Offeror, BHP Lonsdale and Noront disavow and disclaim any
obligation to do so except as required by applicable law. Nothing
contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of the Offeror or any
of its affiliates or Noront.
Neither the TSX Venture Exchange nor its Regulation Services
Provided (as that term is defined in the Policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
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