Barrick Gold and Acacia Mining have reached agreement on the terms of a recommended offer by Barrick for the ordinary share capital of Acacia that the company does not already own.
It is intended that the acquisition will be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Under the terms of the Acquisition, each Scheme Shareholder will receive:
For every scheme share: 0.168 New Barrick Shares and any Acacia exploration properties special dividends and any deferred cash consideration dividends.
On the basis of the market closing price of a Barrick Share on the NYSE on 18 July 2019, the exchange rate of US$1.2479:£1 on that date and the total number of 410,085,499 Acacia Shares in issue on that date, the terms of the Share for Share Exchange Ratio imply a value of approximately 232 pence per Acacia Share, total consideration of approximately £343 million ($428 million) for Acacia minority shareholders and a total value of approximately £951 million for Acacia.
On that basis, the terms of the Share for Share Exchange Ratio represent:
- a premium of 53.5% to the closing price of 151 pence per Acacia Share on 20 May 2019;
- a premium of 24.2% to the closing price of 187 pence per Acacia Share on 18 July 2019; and
- a premium of 28.2% to the volume-weighted average price per Acacia Share over the twenty trading days ended on 18 July 2019.
In addition to the share for share exchange ratio, under the terms of the acquisition, Acacia Shareholders whose names appear on the register of members of Acacia at the scheme record time, will be entitled to receive and retain the Acacia exploration properties special dividends and any deferred cash consideration dividends paid as a consequence of the sales process to realise value from the sale of certain of the Acacia Exploration Properties.
The Acacia exploration properties are Acacia’s exploration assets located in the Republic of Tanzania, the Republic of Kenya, the Republic of Mali and Burkina Faso, including the excluded assets, in respect of which sale processes have already been commenced by Acacia and are well advanced.
Value attributable to the excluded assets of US$10 million has been reflected in the increased exchange ratio reflected in the Share for Share Exchange Ratio.
Barrick currently owns 262,246,950 Acacia shares, representing approximately 63.9% of the issued ordinary share capital of Acacia.