Cardinal Resources
Cardinal Resources Namdini project

Gold explorer Cardinal Resources has entered into a deed with Shandong Gold Mining to amend the bid implementation agreement, following its all-cash takeover bid on 18 June.

Read more: Cardinal Resources takeover bid heats up

This follows the 27 July announcement in which Cardinal Resources’ board of directors advised shareholders to reject the unconditional on-market all-cash offer of Nordgold at A$0.66 per share and accept the revised Shandong offer of A$0.70 cash per share, which values Cardinal at approximately $395 million on a fully and diluted basis.

In summary, the deed amends the bid implementation agreement to, amongst other matters:

  • increase the offer price to $0.70 per share;
  • note that the offer will no longer be subject to any Chinese regulatory approvals;
  • make certain changes to the proposed timetable of the offer;
  • increase the ascribed value per Cardinal option for certain options; and
  • increase the break fee so that it continues to represent approximately 1% of the deal value.

Read more: Cardinal Resources receives official ratification for Namdini gold project

Timetable and next steps

Detailed information relating to the revised Shandong Gold offer will be set out in the bidder’s statement and target’s statement, which are now expected to be dispatched to Cardinal shareholders on or about 13 August 2020. The bidder’s statement and target’s statement will set out important information, including how to accept the revised Shandong gold offer, information about Shandong Gold and the key reasons as to why Cardinal shareholders should accept the revised Shandong Gold offer (in the absence of a superior proposal).

Nordgold continues to fight

On 30 July, Nordgold opened its unconditional on-market A$0.66 cash per share offer that will remain open until the close of trading on 31 August 2020.

Nordgold, which already owns 18.71% interest in Cardinal says that Cardinal shareholders that accept the Nordgold offer will receive full cash consideration within two business days and that the company has already received approval to proceed with the offer from Australia’s Foreign Investment Review Board (FIRB).