MAC Copper Limited Announces Binding $12.25 Per Share Cash Offer in Harmonized Scheme Valued at Approx. US$1.03 Billion

Tuesday, May 27, 2025
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4:37 pm
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MAC Copper Limited announces a binding scheme of arrangement under Jersey law with Harmony Gold (Australia) acquiring all issued shares for US$12.25 per share. Subject to regulatory, court, and shareholder approvals, the transaction aims to unlock value and strengthen the company’s long-term prospects.

MAC Copper Limited has entered into a detailed scheme implementation deed with Harmony Gold (Australia) Pty Limited and its parent Harmony Gold Mining Company Limited. Under this arrangement, Harmony is set to acquire 100% of MAC Copper Limited through a scheme of arrangement governed by the Companies (Jersey) Law 1991. The transaction will see each MAC share valued at US$12.25, leading to an implied fully diluted equity value in the low billions. The deal represents a premium to MAC’s prior market levels, allowing shareholders the opportunity to de-risk their positions through a cash offer that is supported by a unanimous recommendation from MAC’s board. The deed covers a broad array of technical and regulatory conditions. It includes important steps such as obtaining court sanction in Jersey, securing approvals from bodies like Australia’s Foreign Investment Review Board and the South African Reserve Bank, and satisfying required contractual rearrangements with MAC’s existing partners. The agreement also outlines the treatment of equity awards including restricted share units, performance-based share units, and deferred share units, all of which will be converted into cash based on the scheme consideration. In addition, MAC’s outstanding warrants must be cancelled and other financing issues, including the repayment of existing debts and the arrangement of new funding, are to be addressed. The legal documentation is extremely comprehensive and lays out detailed definitions, conditions precedent, rights concerning competing proposals, no-shop provisions, and break fee arrangements. A specified break fee of approximately US$23.6 million and a reverse break fee amounting to 50% of that sum have been provided in order to compensate the parties in the event that either side breaches key conditions or if a competing proposal ultimately emerges. In addition, the agreement dedicates significant attention to maintaining the integrity and transparency of the transaction through extensive disclosure requirements, confidentiality obligations, and detailed schedules that define the relevant technical terms and MAC’s tenement assets. For traders and investors, the arrangement signals a significant strategic move by MAC Copper Limited to simplify its structure and deliver a clear cash alternative to its shareholders. Bullish sentiment can be driven by the premium offered, the potential de-risking of exposure, and the extensive board support, which collectively suggest that the transaction is in the shareholders’ best interests. On the other hand, bearish sentiment might arise from the numerous conditions and complexities involved in the transaction, including the potential delays in receiving regulatory and court approvals and the fees attached to non-compliance or withdrawal by directors. Overall, the scheme marks a key milestone in MAC’s corporate transformation while providing a tangible liquidity event for investors.

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