Ghanese miner Cardinal Resources Limited (ASX/CDV) has entered into a Bid Implementation Agreement with Shandong Gold Mining (Hong Kong) Co, Ltd under which the latter will acquire the Ghana focussed gold miner.
Cardinal’s Board of Directors has unanimously recommended that all Cardinal shareholders accept the Shandong Gold Offer in the absence of a superior proposal.
Cardinal’s Directors, who collectively hold approximately 6.37% of Cardinal’s ordinary shares, intend to accept the Shandong Gold Offer in respect of all Cardinal shares they own or control by the later of 21 days after the offer is opened for acceptance and five days after dispatch of the Cardinal Target’s Statement, in the absence of a superior proposal.
Shandong has agreed to acquire 100% of the issued and outstanding ordinary shares in Cardinal at a price of A$0.60 cash per share, by way of an off-market takeover offer.The premium implied by the Shandong Gold Offer is a significant increase on a non-binding indicative and preliminary proposal announced by Nord Gold SE on March 16, 2020 of A$0.45775. The Shandong Gold Offer represents an attractive premium of:
- 75.5% to Cardinal’s 20-day volume weighted average price of A$0.34 up to 13 March 20201
- 39.3% to Cardinal’s 20-day volume weighted average price of A$0.43 up to close of trading on 18 June 2020, being the last trading date prior to announcement of the Transaction
- 29.0% to Cardinal’s last closing price of A$0.465
- 31.1% to Nordgold’s preliminary proposal of A$0.45775 per share announced on 16 March 2020
Cardinal’s Chief Executive Officer and Managing Director, Archie Koimtsidis, said the company’s Board of Directors has been exploring a range of potential transactions to maximise value for shareholders and considers that the Shandong Gold Offer is the best option for shareholders.
The Board of Directors of Cardinal has negotiated what we consider a strong offer for our shareholders and one which delivers a significant premium to Cardinal’s market price, at a time of considerable volatility and uncertainty in global markets,” Mr Koimtsidis said.
“This is an opportunity for shareholders to crystalise their investment in Cardinal at an attractive price, and I am pleased that Shandong Gold is committed to getting on with development of Namdini to establish the first long-life gold mine in the Upper East Region of Ghana, bringing many significant and long-lasting benefits to the local community and Ghana.
“The Cardinal Team is looking forward to working with Shandong Gold and its advisors to implement the transaction delivering a seamless transition as Shandong Gold embarks on the next steps towards this world class development.”
Shandong Gold Chairman, Li Guohong, said Shandong Gold is currently the largest gold producer in China, and also has substantial mining interests in Argentina.
“We have tremendous respect for the Cardinal organisation for the manner in which it has advance Namdini to its current development status.
“We are conscious of the strong working relationship Cardinal has developed with its local Ghanaian community over many years and how important the development of Namdini is to both the local community and to the country of Ghana.
“We look forward to continue to build on this close relationship for the benefit of all stakeholders of the Namdini Project.
“We look forward to working closely with stakeholders, the local communities and the Government of Ghana to deliver the Namdini Project that will create employment and deliver many significant benefits for the regional economy and Ghanaians for many years to come.”