Xstrata plc and Sphere Minerals Limited announced this week that Sidero Pty Limited, a wholly owned subsidiary of Xstrata plc, and Sphere have entered into an Offer Implementation Agreement for an all-cash offer by Xstrata to acquire all of the issued and outstanding shares of Sphere by way of a recommended off-market takeover offer.
Xstrata's offer is for $2.50 per share, valuing Sphere at approximately $428 million.
The offer follows extensive consideration by the Sphere Board of the strategic options for Sphere's projects, including discussions with other parties.
The Sphere Board concluded that Xstrata's offer represents the best opportunity for Sphere shareholders to maximise the value of their investment.
Sphere is a West-Africa focused iron ore company, with interests in three iron ore projects in Mauritania.
The offer will be subject to certain customary conditions, including approval by Australia's Foreign Investment Review Board and the absence of a material adverse change with respect to Sphere.
Gilbert + Tobin is acting as legal adviser to Sphere and Mallesons Stephen Jaques is acting as legal counsel to Xstrata. Deutsche Bank is acting as financial adviser.