West Australian gold explorer Focus Minerals (ASX: FML) announces that its Board is unanimous in recommending that Focus shareholders REJECT the off-market takeover offer by Theta Gold Mines Limited (TGM).
The Focus Board’s recommendation is contained in Focus’ Target’s Statement alongside reasons for the Board’s decision and other information that is material to shareholders in assessing the TGM offer.
The primary reasons for the Focus Board’s recommendation are:
- TGM’s offer consideration, comprising only TGM shares, is fundamentally unattractive;
- Focus has a strong platform and is executing on its strategy by progressing initiatives to drive value creation;
- The TGM offer is inadequate and does not appropriately reflect the underlying value of Focus’ strategic asset portfolio; and
- The terms and conditions of the TGM offer result in further material risks for any accepting Focus shareholders.
Shandong Gold, which holds approximately 63.18% of Focus’ shares, has publicly stated that it intends to reject TGM’s unsolicited offer in its current form.
“Your directors note that TGM has opportunistically made its offer shortly following the announcement of Focus’ (Coolgardie) resumption plan and its entitlement offer,” executive chairman Wanghong Yang said.
“Your directors believe that the offer represents an opportunistic attempt to secure benefits for TGM but not Focus shareholders. Importantly, since TGM announced its offer, Focus has completed its entitlement offer and raised approximately $25.5 million of equity and has an additional $US10.0 million of committed unsecured debt available to it.
“Your Directors believe that you are an owner of a gold exploration company with substantial funding now in place and an attractive outlook as an independent company, including near-term development opportunities.”
View Focus’ Target’s Statement
View Focus’ letter regarding the dispatch of the Target’s Statement
