SINGAPORE, May 2, 2013 /PRNewswire/ --
-- Overwhelming response from Merlin's Shareholders in about
one month of the Offer Bid
-- Offer was recommended by Merlin's board of directors in the
absence of a superior offer
-- Merlin Shareholders who accept the offer will receive 1.67
Innopac Shares for every 1 Merlin Share, which may be sold
for cash via the Share Sale Facility
-- Offer closes on 28 June 2013, 7pm (Melbourne Time)
Singapore Exchange ("SGX-ST") Mainboard-listed Innopac Holdings Limited's ("Innopac" or the "Group") proposed takeover offer (the "Offer") to acquire Merlin Diamonds Limited ("Merlin" or the "Company"), a diamond mining and exploration company listed on the Australian Stock Exchange ("ASX"), has garnered acceptances representing 42.52% of Merlin's issued and paid-up share capital in a little over one month after the Offer opened for acceptance.
Merlin's board of directors have recommended to accept the Offer in the absence of a superior offer.
The Proposed Takeover Offer
According to the Bidder's Statement issued by Innopac on 26 March 2013, it is offering 1.67 new Innopac Shares for every 1 Merlin Share, which implies a value of AUD0.2542 per Merlin Share (based on a volume-weighted average price ("VWAP") of SGD0.1975 per Innopac Share and the prevailing foreign exchange rate on the latest practicable date of trading before the date of the Bidder's Statement, being 21 March 2013).
The Offer represents a 49.53% premium over Merlin's trading price of AUD0.17 per share on 21 March 2013, and a premium of 40.36%, 33.58% and 11.69% over the 10-day VWAP, 1-month VWAP and 3-month VWAP per Merlin Share on 21 March 2013 respectively.
Innopac's Offer for up to 212,147,063 ordinary shares in Merlin opened for acceptance on 28 March 2013, and will close on 28 June 2013, 7pm (Melbourne Time), unless extended.
Merlin Shareholders who accept the Offer can choose to participate in the Share Sale Facility, and be paid in cash at no brokerage costs (in AUD, by way of cheque) for the Innopac Shares that they receive, subject to the Sale Facility Agent being able to sell off the Innopac Shares.
Conditions to the Proposed Takeover
The Offer is subject to acceptance by Merlin Shareholders which gives Innopac an aggregate relevant Interest in Merlin Shares of at least 90%; in-principle approval by the SGX-ST for Innopac's Consideration Shares to be listed and quoted on its Mainboard; approval by the Foreign Investment Review Board, and approval by Innopac Shareholders for the Acquisition at an Extraordinary General Meeting.
Innopac reserves the right to waive the 90% acceptance level and declare the Offer unconditional.
Commenting on the overwhelming response to the Offer, Innopac's Managing Director and Chief Executive Officer, Mr Wong Chin Yong, said, "We are very pleased that Merlin Shareholders have reacted positively to the offer, which represents an attractive value for their Merlin's shares. Eligible Shareholders who accept the offer will become shareholders in Innopac, a financially sound and larger company based on market capitalisation." (As at 21 March 2013, Innopac's market capitalisation was approximately SGD570 million).
Innopac first announced its decision to acquire Merlin on 31 January 2013, as part of its strategy to diversify its investment portfolio by exposure in the natural resource business.
"As an investment holding company, Innopac is constantly seeking investments that can generate consistent income and offer potential capital gains in order to maximise our shareholders' value. We believe that the acquisition of Merlin Diamonds will not only enhance our shareholders' value, but will also enhance the Group's risk-return performance of its investments portfolio," Mr Wong added.
Merlin Executive Chairman, Managing Director and Chief Executive Officer, Mr Joseph Gutnick, said, "We urge Merlin Shareholders to take up the offer by Innopac as this is a good opportunity for them to unlock the value of their Merlin Shares. We are confident that Innopac's emergence as the sole shareholder of Merlin will be catalytic to the company's growth. The Board has recommended shareholders to accept the offer."
Merlin Shareholders are advised to refer to the Bidder's Statement for more information. A copy of the Bidder's Statement is available on Merlin's announcements page on the ASX website and Innopac's announcements page on the SGX-ST website.
About Innopac Holdings Limited
Listed on the SGX mainboard since 1983, Innopac Holdings Limited is an investment holding and management company headquartered in Singapore. Its present investments are in telecommunications, investment properties and equities. Innopac is continually looking for new investments that will contribute to and increase its shareholders' value.
About Merlin Diamonds Limited
Listed on the Australian Stock Exchange (MED.AX), Merlin Diamonds Limited (formerly known as North Australian Diamonds Ltd) is focused on developing its flagship Merlin Diamond Mine Project in the Northern Territory of Australia, which is one of three diamond mines in Australia, with the second largest JORC-compliant Mineral Resource and Ore Reserve in Australia. The Company is also engaged in extensive exploration of additional sources of diamonds in and around Merlin.
The Merlin kimberlite field was first discovered by Ashton Mining Ltd after systematic exploration between 1991 and 1994. After periods of trial mining and feasibility studies, Ashton Mining Ltd was taken over by Rio Tinto Pty Ltd in 2000. During the four-year operation under the Rio Tinto group, the mine produced about 500,000 carats (100 kg) of high quality diamonds. In 2004, the Company acquired the mine from the Rio Tinto group.
The Company successfully completed pre-feasibility productions trials at the Merlin project in 2010 and completed in 2012, feasibility studies of extracting ore from kimberlites at depth using borehole mining. The Company aims to commence diamond mining and processing at the Merlin Project in 2013.
For more information, please visit www.merlindiamonds.com.au.
The information is based on, and accurately reflects, information compiled by Dr. DS Tyrwhitt, who is a member of the Australasian Institute of Mining and Metallurgy and a consultant geologist. He has the relevant experience in relation to the mineralisation being reported on to qualify as a Competent Person as defined in the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Dr Tyrwhitt has consented in writing to the inclusion in this announcement of the matters relating to Merlin's Exploration Results, Mineral Resources and Ore Reserves in the form and context in which they appear.
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Source Innopac Holdings Limited
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