Metallica Minerals (ASX:MLM) has not received a proposal superior to Diatreme Resources’ (ASX:DRX) off-market takeover bid, which is urging Metallica shareholders to accept the now-unconditional offer.
As a result of the standstill condition being waived, Diatreme has declared the takeover bid free from all defeating conditions.
Diatreme, which has a market capitalisation of $63.41 million, notes that the offer is the final offer and will not be increased. If shareholders choose to accept the offer, they will receive 1.3319 Diatreme shares for every Metallica share held.
Metallica shareholders who do not accept the offer prior to closing will not receive the stated consideration, unless Diatreme is entitled to proceed to compulsory acquisition.
If Diatreme does not reach the compulsory acquisition threshold by the close of the offer, Metallica shareholders who do not accept the offer will remain minority shareholders in Metallica.
Should Diatreme be successful in its acquisition and subsequent de-listing of Metallica, “it will likely become materially more difficult for Metallica shareholders to sell their Metallica shares,” the company warned.
Diatreme CEO Neil McIntyre says the company believes the offer is in the best interest of all shareholders.
“We are pleased that we have a majority interest in Metallica, and that the offer is now free from all defeating conditions,” he says.
“We strongly encourage all remaining shareholders to accept our attractive offer before it closes.”
The offer is expected to close on 25 June 2024, unless extended.
The company currently holds 57.34% of Metallica shares.
Should the transaction be completed, the combined companies will create one silica sand entity with a pro-forma market capitalisation of $110 million, with a substantial resource base.
Write to Aaliyah Rogan at Mining.com.au
Images: Diatreme Resources
