SYDNEY – Perseus Mining Ltd (ASX/TSX: PRU) said on Wednesday it has lodged a binding offer to acquire all shares in Predictive Discovery Ltd (ASX: PDI) it does not already own, in a move that could derail a rival agreement with Canada’s Robex Resources Inc.
Perseus, which holds 17.8% of Predictive, offered 0.1360 of its shares for each Predictive share, valuing the target at A$0.778 per share based on Perseus’s Dec. 2 closing price of A$5.72. The bid represents a 24.5% premium to Predictive’s last close and 34.8% above its 10-day average.
Predictive’s board has unanimously determined the proposal is a “Superior Offer” under its October agreement with Robex. Robex has five business days, until Dec. 10, to match the bid.
Perseus said the deal would strengthen its African gold portfolio and add the Bankan project in Guinea, one of the continent’s largest undeveloped gold deposits, to its pipeline. The company expects Bankan’s forecast output of about 249,000 ounces annually to complement its existing production of 500,000–600,000 ounces per year.
The offer is not subject to financing or due diligence conditions. Perseus has also offered a A$37 million loan facility to Predictive to cover potential termination fees and fund working capital.
The scheme of arrangement requires approval from Predictive shareholders, regulators and the court. If completed, Predictive investors would own about 18.4% of Perseus.
Perseus’s advisers include Macquarie Capital and Sternship Advisers, with legal counsel from Corrs Chambers Westgarth and Stikeman Elliott.