MAC Copper announces binding scheme implementation deed with Harmony Gold

MAC Copper (MTAL) announced that it has entered into a binding scheme implementation deed with Harmony Gold Mining Company (HMY) and Harmony Gold Australia, a wholly owned subsidiary of Harmony, under which it is proposed that Harmony Australia will acquire 100% of the issued share capital in MAC by way of a Jersey law scheme of arrangement pursuant to Article 125 of the Companies Law 1991. Under the terms of the Scheme, MAC shareholders will receive $12.25 cash per MAC share. The consideration payable under the Scheme implies a fully diluted equity value for MAC of ~$1.03B and represents a premium of 32.1% to the 30-day volume weighted average price of $9.28 per MAC share trading on the NYSE up to and including Friday, 23 May; and 20.7% to the last closing share price of $10.15 per MAC share trading on the NYSE on Friday, 23 May. The MAC board unanimously recommends that MAC shareholders vote in favour of the Scheme, in the absence of a Superior Proposal. If the Scheme is implemented, each MAC shareholder who holds MAC shares as at the Record Date will receive a cash amount of $12.25 per MAC share on the Implementation Date. The implementation of the Scheme will also result in Harmony repaying MAC’s existing senior debt and assuming MAC’s obligations pursuant to MAC’s silver and copper streams with Osisko, MAC’s royalty arrangements with Glencore and MAC’s potential obligation to pay Glencore $150M in contingent copper payments pursuant to the terms of its acquisition of the CSA Copper Mine. Barrenjoey is acting as MAC’s financial advisor, Gilbert + Tobin as its global lead legal adviser and Australian legal advisor, Skadden, Arps, Slate, Meagher & Flom LLP as its US and UK legal advisor, Ogier as its Jersey legal advisor and Webber Wentzel as its South African legal adviser.