BHP Enters Into Scheme Implementation Deed To Buy OZ Minerals In A$9.6 Bln Deal

(RTTNews) - BHP Group Limited said that it has entered into a Scheme Implementation Deed to buy Australia's OZ Minerals Ltd. (OZL.AX, OZMLY.PK) for a cash price of A$28.25 per OZL share.

BHP's offer price of A$28.25 per OZL share corresponds to an enterprise value of A$9.6 billion for OZL and represents a significant and attractive premium of 49.3% to OZL's closing price of A$18.92 per share on 5 August 2022, being the last trading day prior to the initial proposal by BHP.

The OZL Board has unanimously recommended that OZL shareholders vote in favour of the deal, and each OZL director intends to vote their OZL shares in favour of the deal, in the absence of a superior proposal.

The conditions of the Scheme are required to be satisfied by 31 August 2023 unless extended by BHP and OZL. The SID also contains customary exclusivity provisions including 'no shop' and 'no talk' restrictions, and a matching right in favour of BHP in respect of competing proposals.

The deal contains a reciprocal break fee regime, payable by BHP and OZL in certain circumstances. The amount of the break fee and reverse break, if either become payable, is A$95 million.

The deal allows for OZL to pay a dividend to OZL shareholders of up to A$1.75 per OZL share on or prior to the transaction being implemented, with the cash price of A$28.25 to be reduced by the cash component of any dividends paid by OZL before the date of the implementation of the deal.