Perseus Mining Ltd (ASX:PRU, TSX:PRU, OTC:PMNXF) is the only remaining bidder for African-focused gold explorer OreCorp Ltd after the offer from Canadian-based Silvercorp Metals Inc (TSX:SVM, AMEX:SVM) lapsed.
OreCorp has subsequently exercised its right to terminate the Bid Implementation Deed while its board has recommended that shareholders accept the amended Perseus proposal once it becomes capable of acceptance, in the absence of a superior proposal.
Perseus offers A$0.575
Last week Perseus offered to increase its takeover offer to A$0.575 per share provided that the OreCorp board recommend to shareholders that they accept the amended proposal.
With the OreCorp board determining that the amended Perseus proposal was superior and with no superior offer emerging, the board has made its unanimous recommendation.
OreCorp also provided Silvercorp with the opportunity to discuss and/or negotiate any equivalent or superior proposal to the terms of the amended proposal which Silvercorp may be willing to put forward for consideration by OreCorp.
Offer lapses
Silvercorp, which did not satisfy the 50.1% minimum acceptance condition of its off-market takeover bid, did not provide a counterproposal to OreCorp and its offer lapsed at 7pm (Sydney time) on Friday, March 22, 2024.
The acceptances of OreCorp shareholders who accepted the Silvercorp offer have now become void.
Intention statements
OreCorp’s directors have also confirmed that they intend to accept the amended proposal in respect of all OreCorp shares which they and their associates own or control. This represents 3.9% of the current issued OreCorp shares.
OreCorp has received acceptance intention statements from key shareholders collectively representing 15.61% of OreCorp shares on issue stating that they will accept the Perseus offer before the end of the trading day on March 27, 2024.
Debt funding
In a separate statement, Perseus said: “Subject to agreement of binding documents with OreCorp, Perseus will provide OreCorp with an unsecured debt funding package, on arms-length terms, to ensure OreCorp liquidity through to completion of the Perseus offer.”
The Perseus offer remains subject to conditions including a 50.1% minimum acceptance condition and is open until April 19, 2024, unless extended.