Ramelius Resources (ASX:RMS) has entered into a binding transaction implementation deed to acquire all shares in Spartan Resources (ASX:SPR) that it does not already own.
Under the takeover offer, the consideration of $0.25 in cash and 0.6957 new Ramelius shares for each Spartan share implies a value of $1.87 per Spartan share and a fully-diluted equity value of $2.4 billion.
The offer also represents a premium of 11.3% to Spartan’s last closing price of $1.60 on 14 March 2025.
Ramelius has appointed Euroz Hartleys as its financial advisor and Allion Partners as its legal adviser. Meanwhile, Sternship Advisers were appointed as Spartan’s financial adviser and Herbert Smith Freehills as its legal adviser.
Spartan has unanimously recommended that Spartan shareholders support the transaction by voting in favour of the scheme and that the takeover offer is fair and reasonable.
Ramelius, which has a market capitalisation of $2.54 billion, says the transformational combination of both companies will create a mid-tier Australian gold producer with a combined resource of 12.1 million ounces and ore reserves of 2.6 million ounces.
Further, the combination of complementary and proximate assets creates a vision of the combined group to increase production to more than 500,000 ounces of gold by financial year 2030.
Work is already underway to optimise the synergies between Mt Magnet and Dalgaranga projects.
Spartan Executive Chairman Simon Lawson says the combined group will be positioned with an enviable and robust growth pipeline including a de-risked development pathway for Dalgaranga underpinned by Ramelius’ robust balance sheet, strong cash generation, and development expertise.
“With the expected commencement of operations at Dalgaranga we expect the enlarged Mt Magnet-Dalgaranga hub to cement itself as a long-life and low-cost mining operation,” Lawson says.
“Spartan shareholders will be able to benefit from continued exposure to this exciting journey, while also gaining exposure to the rest of Ramelius high-quality Western Australia gold portfolio.”
Meanwhile, Ramelius Managing Director Mark Zeptner says in addition to the production potential these two companies deliver, the company is excited to see what the ongoing exploration efforts at Dalgaranga can deliver.
“We look forward to seeing what can be unlocked at Dalgaranga and across our projects from more aggressive exploration programs,” Zeptner says.
The takeover offer will remain open for 20 business days after the scheme meeting. As such, Spartan shareholders will have the opportunity to consider the offer after they have voted on the scheme and the outcome of that vote is known.
Write to Aaliyah Rogan at Mining.com.au
Images: Ramelius Resources
