The Board of Citadel Resource Group Limited (Citadel) has unanimously recommended that shareholders accept a $1.25 billion cash and scrip takeover offer from copper producer Equinox Minerals Limited (Equinox).
Citadel is an Australian listed company undertaking gold and copper focused projects in Saudi Arabia. Its flagship Jabal Sayid copper and gold project is on track for commissioning in late 2011.
Equinox is listed on both the Toronto Stock Exchange (TSX) and the Australian Securities Exchange (ASX), with a market capitalisation of approximately $4.2 billion.
Its main project is the producing, long life Lumwana open pit copper mine in the western Zambian copper belt, which was successfully commissioned in 2009 and is one of Africa's largest copper mines.
A successful takeover should launch the combined group into the mid-tier of global copper producers.
Under the cash and scrip bid, Equinox is offering one share for every 14.3 Citadel shares and 10.5 cents cash per Citadel share. After completion of the transaction, Equinox shareholders will own approximately 81 per cent of the combined group and Citadel shareholders will own 19 per cent.
Minter Ellison is acting for Citadel, with partners Tim Watkin and Alberto Colla leading the team which includes senior associate Sudharshan Senathirajah.
According to Watkin, sovereign risk was perceived as an issue for both parties, as their respective principal resource assets are located in the developing jurisdictions of Zambia and Saudi Arabia.
Due to the critical stage of Citadel's Jabal Sayid project and the value that Equinox believes it can bring to the combined group, the continuity of business negotiations were negotiated fairly heavily, as were the pre-bid commitments that Equinox sought from Citadel's directors and other key shareholders.
Equinox is being advised by Allen & Overy Australia and Blake, Cassels & Graydon LLP (Canada).