AWE Limited (AWE) (ASX: AWE) refers to its announcement on 31 January 2018 that it had commenced the matching rights process under the Mineral Resources Limited (MinRes) (ASX: MIN) Scheme Implementation Deed (SID), giving MinRes the opportunity to match the proposal received from Mitsui & Co., Ltd. (Mitsui) to acquire 100% of the shares in AWE for cash consideration of $0.95 per share, to be effected by way of an off-market takeover bid for AWE (the Mitsui Takeover Bid).
AWE also advises that MinRes did not match the proposal from Mitsui within the time period specified in the MinRes SID. As the AWE Board has determined that the Mitsui Takeover Bid is superior to the MinRes Scheme proposal, the AWE Board has now withdrawn its recommendation of the MinRes Scheme, and unanimously recommends that AWE shareholders accept the Mitsui Takeover Bid at $0.95 per share, in the absence of a superior proposal and subject to the independent expert concluding that the Mitsui offer price is fair and reasonable1. Each of the AWE directors intends to accept, or procure the acceptance of, the Mitsui Takeover Bid in respect of all AWE shares that they own or control, again in the absence of a superior proposal and subject to the independent expert concluding that the offer price is fair and reasonable.
AWE has entered into a Bid Implementation Deed (BID) with Mitsui in respect of the Mitsui Takeover Bid, a copy of which is attached to this announcement. AWE will also now terminate the MinRes SID. Accordingly the MinRes Scheme will now not proceed.
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