BHP has announced that the Federal Court of Australia (the Court) today made orders approving the scheme of arrangement for BHP Lonsdale Investments Pty Limited, a wholly owned subsidiary of BHP Group Limited, to acquire 100% of the shares in OZL (the Scheme). It is expected that the Scheme will become effective on 18 April 2023 on lodgment of the Court’s orders with the Australian Securities and Investment Commission and OZL shares will be suspended from trading on the ASX from the close of trading on that day.
The Scheme is expected to be implemented on 2 May 2023.
OZL’s shareholders will be paid total cash consideration of A$28.25 per OZL share, comprising:
the scheme consideration paid by BHP of A$26.50 for each OZL share held at the scheme record date, which is 7:00pm on 24 April 2023; and
a fully franked special dividend paid by OZL of A$1.75 for each OZL share held on the special dividend record date, which is 7:00pm on 21 April 2023.
The cash payment by BHP will be funded using a combination of BHP’s existing cash reserves and the proceeds of a debt facility.
The move announced today comes after OZ Minerals Limited shareholders approved approved the scheme of arrangement for BHP on the 13th of April 2023.
BHP CEO Mike Henry was quoted after the approval by OZ Minerals saying :
“This is a strong endorsement from OZ Minerals shareholders on the value they will receive under the scheme and the hard work of the OZ Minerals team over many years to create a successful business. We look forward to bringing together our talent and resources to create an even stronger organization.”
The court order bring to a closure an 8 month marathon that began on the 7th of August 2022 with a a valuation of $25 per share which was rejected in an agile fashion by OZ Minerals. A further 3 month negotiation streak led to an increase in the bid to $28.25 per share.