Astral Resources (ASX:AAR) has declared its off-market takeover bid for Maximus Resources (ASX:MXR) its best and final and will not be increased.
In early February, Astral dispatched the bidder’s statement for its takeover bid for Maximus Resources. The target has unanimously recommended shareholders accept the offer, in the absence of a superior proposal, as reported by Mining.com.au.
The offer is unconditional and will close at 7pm (AEDT) on 21 March 2025, unless further extended.
Astral has majority control of Maximus with voting power of 81.67% as of 14 March. With Astral’s shareholding of Maximus now exceeding 80%, the target’s shareholders may now be eligible for rollover tax relief.
On 24 February, Astral announced that payment terms for validly accepting Maximus shareholders had been accelerated such that the target’s shareholders that have yet to validly accept the offer will be issued their Astral shares within 10 business days of their acceptance.
Maximus shareholders that do not accept the offer prior to its close will not receive the consideration unless Astral is entitled to proceed to compulsory acquisition, in which case they will receive the consideration, but at a later date.
If Astral is not entitled to proceed to compulsory acquisition – that is acquiring more than 90% voting power in Maximus – and the target continues to be listed on the ASX then the decrease in the number of shares available for trading “may have a material adverse impact on their liquidity and valuation”.
Depending on the level of acceptances received and other considerations, Maximus may apply to de-list from the ASX, “in which case it may become more difficult and expensive for Maximus shareholders to sell their shares”, as per an ASX announcement today (17 March).
Astral has retained Taylor Collison as financial advisor and Thomson Geer as legal advisor. Maximus has appointed EMK Lawyers as its legal advisor.
Write to Adam Orlando at Mining.com.au
Images: Maximus
