In its directors’ circular to shareholders, TSX-listed Nevsun Resources enclosed a unanimous recommendation that recommends Nevsun shareholders tender their shares to Zijin Mining Group.
This follows Zijin's previously disclosed friendly take-over bid earlier in September to acquire all of the issued and outstanding shares of Nevsun for C$6.00 per share in cash – the total offer which is valued at C$1.86 billion.
The Nevsun board of directors, acting on the recommendation of a special committee of Nevsun's independent directors, and after evaluating the offer in consultation with Nevsun's legal and financial advisors, has determined that the offer is fair to Nevsun shareholders and in the best interests of the company.
The filing and mailing of the Zijin take-over circular formally commences the take-over bid and sets an expiry date for the bid of 28 December 2018 unless the offer is accelerated, extended, or withdrawn.
The cash consideration of C$6.00 per share represents a premium of 57% over Nevsun's unaffected closing price of C$3.82 on 7 May, 2018, the day Lundin Mining Corporation first publicly announced its intention to acquire Nevsun.
In addition, the offer is C$1.25 per Nevsun share, or 26%, more than the C$4.75 per share hostile take-over bid for Nevsun launched by Lundin on 26 July 2018.
While the offer is not subject to any financing conditions, it is subject to approval under the Investment Canada Act and the Canadian Competition Act, approval by relevant authorities in China, as well as customary closing conditions.
Nevsun's Board of Directors continues to recommend that Nevsun shareholders reject the hostile take-over bid launched by Lundin Mining Corporation and not tender their shares to the Lundin offer, which will expire on 9 November 2018.