New World Resources (ASX:NWC) has entered into a two deed agreements with Central Asia Metals (LSE:CAML), revising the original transaction to replace a scheme of arrangement with a board recommended off-market takeover bid.
Under the offer, shareholders will receive a cash consideration of $0.062 per New World share.
As reported, BMO Capital Markets is acting as exclusive financial advisor, Mayer Brown as UK and US legal advisor, and Clayton Utz is acting as Australian legal advisor to Central Asia Metals.
Both companies have agreed to terminate the proposed $10 million conditional equity placement and instead will execute a conditional, non-binding term sheet, whereby CAML will provide US$6.5 million ($9.93 million) as an unsecured loan facility.
Under the deed of amendment and bid implementation deed, both companies have been released from the previous offers obligations in relation to proposing and implementing the scheme.
The offer is subject only to no ‘prescribed occurrences’, occurring in relation to New World before the end of the offer period.
New World has unanimously recommended that shareholders accept the CAML offer and intends to accept the offer in the absence of a superior proposal.
The company notes it advises shareholders to take no action in relation to the Kinterra offer. Shareholders are reminded that Kinterra have not declared their offer to be best and final.
Central Asia Metals is a UK-incorporated base metals producer, headquartered in London. The company was admitted to trading on the London Stock Exchange after its IPO in 2010.
New World Resources is an Australian explorer and developer with mineral resources projects in North America.
Write to Aaliyah Rogan at Mining.com.au
Images: New World Resources
