The companies have entered into a scheme implementation agreement pursuant to which they have agreed to merge through a scheme of arrangement.
The transaction secured the unanimous support of both Aston’s and Whitehaven’s boards, will create an independent Australian coal company.
Aston founder and chairman Nathan Tinkler said that the merged entity would be an extremely attractive investment in the Australian listed coal sector and it is positioned to deliver substantial synergy benefits to shareholders.
Aston shareholders will receive 1.89 Whitehaven shares for each Aston share they hold while Whitehaven will pay a fully franked special dividend of $0.50 per share to its shareholders before implementation of the merger.
New South Wales-based Whitehaven will receive Aston’s 75% stake in the Maules Creek project located in New South Wales. The project will help the production from six million tons a year in 2012 to 25 million tons a year by 2016.
Whitehaven has also agreed to buy Boardwalk Resources and has offered 85.88 million Whitehaven shares. Whitehaven has offered up to 34 million more shares if Boardwalk wins mining leases on two projects.
Whitehaven managing director Tony Haggarty will be managing director of the merged group.
Haggarty said that the merged entity would have a powerful position in the Gunnedah Basin, where the coal quality and quantity is such that it will be an increasingly important part of the coal business.
The merger will also increase Whitehaven’s presence in the NSW Gunnedah Basin aiding in the use of resources, personnel and infrastructure.