The proposal is subject to a 50.1% minimum acceptance condition.
With the new takeover structure, the scheme implementation deed entered by the companies in August this year and revised in November stands terminated. The companies have now signed a bid implementation deed.
The consideration remains the same under the new structure, with OreCorp shareholders entitled to get 0.0967 shares of Silvercorp and A$0.19 ($0.13) in cash for each share held. This implies a value of about A$0.589 ($0.4) per OreCorp share.
Besides, it is a 40.1% premium to OreCorp’s 20-day volume-weighted average price (VWAP) ending 4 August 2023 and a 21.8% premium to its 20-day VWAP ending 22 December 2023.
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OreCorp’s board has unanimously recommended its shareholders to accept the offer, provided there is no superior bid.
The recommendation is also subject to an independent expert’s report conceding that the proposal is ‘reasonable’ to shareholders.
Silvercorp already owns a 15.74% stake in OreCorp, representing about 73.88 million of the shares.
Through the deal, Silvercorp aims to create a geographically diverse precious metals company with a strong growth pipeline.
OreCorp CEO and managing director Henk Diederichs said: “We are delighted to have reached this position with Silvercorp. It became clear in recent weeks that the proposed Scheme was at risk of not proceeding to completion.
“We believe this would have prevented OreCorp shareholders having the opportunity to receive a significant premium on their OreCorp Shares and exposure to a company that is geographically diverse, with a strong balance sheet and solid mine building and operational experience.
“This new Silvercorp Offer provides shareholders with a level of certainty and the Board believes this is an excellent outcome.”