Wyloo Metals Pty Ltd (“Wyloo Metals”) has today provided the board of Noront Resources Ltd. (TSXV: NOT) (“Noront”) with a letter outlining a further improved offer to acquire up to 100% of the shares in Noront that it does not already own for Cdn$1.10 per share (the “Revised Wyloo Offer”). This is 47% above the Cdn$0.75 per share offered under the take-over bid for Noront proposed by BHP Western Mining Resources International Pty Ltd (“BHP”).
The Revised Wyloo Offer is the only proposal to Noront shareholders that provides the following distinguishing features:
- True optionality for Noront shareholders: Shareholders will be provided with an attractive option of (i) accepting cash consideration of Cdn$1.10 per share for some or all of their shares, and (ii) continuing to participate in Noront’s unrealized potential by remaining as a shareholder.
- A superior offer price: The Revised Wyloo Offer represents a significantly superior price to that offered by BHP.
- Greater deal certainty: Wyloo Metals does not intend to support any alternate offers for Noront. Without the support of Wyloo Metals’ 37.2% direct interest in Noront, a competing plan of arrangement cannot be successful, and a competing take-over bid will be unlikely to meet any minimum tender condition.
- A world-class Board of Directors: Noront will be revitalized under the leadership of a new Board of Directors, led by Dr. Andrew Forrest AO.
The transaction will be effected via a statutory Plan of Arrangement under the Business Corporation Act (Ontario).
Importantly, the Revised Wyloo Offer continues to provide those shareholders who believe in the long-term potential of Noront with the opportunity to participate in Noront’s continued growth by remaining as shareholders.
Update on discussions with BHP
Following an extensive period of discussion, Wyloo Metals and BHP have been unable to agree terms upon which Wyloo Metals would support a BHP offer for Noront. As outlined above, the Revised Wyloo Offer will deliver a superior outcome for Noront shareholders in terms of optionality, price and deal certainty.
Wyloo Metals is confident that, after considering the Revised Wyloo Offer, the Noront Board will agree that:
- the terms of the Revised Wyloo Offer are clearly financially superior and also provide greater optionality to Noront’s shareholders than the take-over bid proposed by BHP;
- the Revised Wyloo Offer has a higher certainty of success than the take-over bid proposed by BHP; and
- the Revised Wyloo Offer would reasonably be expected to constitute a “Superior Proposal” under the terms of the support agreement between Noront and BHP.
Wyloo Metals notes that its ability to formalize the Revised Wyloo Offer is subject to the Noront Board’s timely and good faith negotiation of an Arrangement Agreement in line with its fiduciary duties. Given Wyloo Metals and Noront recently agreed the form of such an Arrangement Agreement, Wyloo Metals believes that the Revised Wyloo Offer can be formalized on an expedited basis.