HOURS after Avoca Resources declared its offer for Dioro Exploration final, Ramelius Resources has announced that its proposed rival takeover offer for the miner will be free of all conditions.
The board of Ramelius met yesterday and decided to waive the previous key condition requiring 50.1% minimum acceptances.
However, Ramelius will still require Foreign Investment Review Board approval, as Canadian gold fund Sprott Asset Management has a stake in Ramelius.
Ramelius has also waived the no prescribed occurrence condition and the no material adverse change condition.
At the close of the market yesterday, Ramelius’s proposed bid valued Dioro at around $A93.4 million or $1.02 per share, while Avoca’s offer valued Dioro at $68.5 million or 75c per share.
Dioro shares have jumped more than 7% to 84.5c this morning.
“Dioro shareholders now have clear certainty about the intentions of both bids – with our offer remaining far superior to the now closed-off Avoca package,” Ramelius chairman Robert Kennedy said.
“There was obviously a very strong reluctance by Dioro shareholders to accept Avoca’s overtures – with barely half a per cent of Dioro’s total shareholders in the past week moving to accept the Avoca bid,” Kennedy said.
Avoca currently hold a relevant interest in 23.9% of Dioro.
Kennedy said that Dioro shareholders would hold around 45% of the merged entity if Ramelius was successful, compared to 13.4% of the register under the Avoca offer.
While Ramelius is yet to lodge its bidder’s statement, it will do so by the end of this week.
“Ramelius has also sought the consent of the Dioro board to dispatch the bidder’s statement and acceptance forms earlier than the 14-day statutory period allowed under Corporations Act,” Kennedy said.
“That is a rapid delivery in any takeover schedule and is strongly indicative of our intentions to counter Avoca’s hostile and under-valued offer for Dioro and to bring share value relief to Dioro and its shareholders in an inclusive manner.”
Ramelius said it had $26.7 million in cash and was debt-free and planned to discharge Dioro’s current debt and help the company manage its short-term capital requirements.
Avoca said yesterday it would not accept Ramelius’s proposed bid which will, in turn, block the company from gaining a 100% stake in Dioro.
Shares in Ramelius gained 1.5c to 52.5c this morning, while shares in Avoca were 1c lower at $1.71.
DIO Price at posting:
83.5¢ Sentiment: None Disclosure: Not Held
