Alto Metals Ltd (ASX:AME) has traded at two-year highs after receiving an improved takeover offer from Goldsea Australia Mining Pty Ltd that lifts the offer price per share by more than 15% to 7.5 cents from 6.5 cents.
The new offer made in a second supplementary bidder's statement also exceeds the 6.6 cents made in a proposal from Habrok (Alto) Pty Limited, although a formal offer for this has yet to be received.
While lifting the offer price for shares, Goldsea, a wholly-owned subsidiary of Shandong Goldsea Group Co Ltd, has not changed the offer consideration payable for the Alto options.
Goldsea offer recommended
Alto’s board of directors continues to unanimously recommend the Goldsea takeover offers, in the absence of a superior proposal.
They also continue to advise that shareholders should take no action in respect of the Habrok proposal until they receive further advice from the Alto board.
Shares have surged more than 30% today to a new two-year high of 81 cents on the news and are now trading more than 22% higher at 7.6 cents.
Seeking FIRB approval
The Goldsea takeover offers remain conditional on, amongst other things, Goldsea receiving FIRB approval.
In this regard, the bidder has agreed with FIRB to a further voluntary extension until June 30, 2020, for FIRB to continue its process.
Alto has no control over the FIRB process and advises that there can be no certainty of a decision being reached within this timeframe, or what that decision may be.
The closing date for the Goldsea takeover offers is now 7.00pm, Sydney time, on July 8, 2020, unless further extended or withdrawn.
Goldsea holds 14.62%
At the close of trade on May 27, Goldsea held more than 42.9 million Alto shares, representing 14.62% of the company.
Each Alto director continues to intend to accept or to procure the acceptance of, the Goldsea offers, in respect of all of the shares and options controlled or held by or on behalf of that director or his associates, in the absence of a superior proposal.
Such acceptance will occur no later than five business days before the end of the offer period, as may be extended, in the absence of a superior proposal.
“Opportunity to realise value”
At the time of the board recommending Goldsea’s offer in early May after a supplementary statement was submitted, Alto’s non-executive chairman Richard Monti said directors had spent a significant amount of time giving careful consideration to the offers.
This included an assessment of the potential future risks and rewards for shareholders and option holders of staying independent and progressing the exploration of the Sandstone Gold Project alone or with a third party.
Monti said while directors continued to believe in the exploration potential of the Sandstone project, they considered the offers provided shareholders and option holders with an attractive opportunity to realise value for their investment in cash.
This was particularly the case in light of the uncertainty seen in global equity markets and the requirement that Alto would need to raise immediate capital in the near-term to fund exploration and working capital.
The supplementary statement outlined that Goldsea intended to waive all conditions to the offers, excluding FIRB approval, if the aggregate of its relevant interest in shares and acceptances received under the offer is at least 50.1% of shares by 7pm (AEST) on May 31, 2020. This date has now been extended.
It followed the original bidder’s statement that included a 90% minimum acceptance condition on a fully diluted basis.
This was rejected by Alto as directors did not consider that there was a reasonable basis for believing that the offers would be capable of completing.