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Cardinal Resources board recommends shareholders to accept improved takeover offer from Shandong Gold

The Cardinal board, together with the Special Committee and its financial and legal advisers, carefully considered the improved Shandong Gold offer in detail.

Cardinal Resources Ltd - Cardinal Resources board recommends shareholders to accept improved takeover offer from Shandong Gold
The improved offer values Cardinal at about A$565.6 million

Cardinal Resources Ltd’s (ASX:CDV) (TSE:CDV) board of directors have unanimously recommended shareholders to accept the A$1 per share off-market takeover bid from Shandong Gold Mining.

Background

Shandong’s latest proposal came after back-and-forth bidding between Moscow-based gold miner Nord Gold SE and Chinese state-owned Shandong Gold Mining Co., Ltd’s (SHA:600547) Hong Kong based subsidiary.

Last week, Cardinal received an increased offer price from Nord Gold in respect of its takeover bid, from 66 cents to 90 cents cash per share.

However, Cardinal has obligations under an agreement with Shandong which contains matching rights in favour of Shandong.

Based on the matching rights provisions, Cardinal received an improved offer from Shandong to acquire all the shares in Cardinal at a price of A$1 per share.

Attractive premium

The improved Shandong offer of A$1 cash per share values Cardinal at about A$565.6 million on a fully diluted basis and represents an attractive premium of about 11.1% to the revised Nordgold bid of 90 cents cash per share.

The new offer is no longer subject to Chinese Regulatory Approvals or Australian Foreign Investment Review Board (FIRB) approval, and only remains subject to a number of standard market conditions for a transaction of this nature (including primarily, 50.1% minimum acceptance by Cardinal shareholders).

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