Phoenix Gold (ASX:PXG) has reaffirmed its advice to shareholders to take no action in relation to the unsolicited, highly conditional off-market takeover offer from Zijin Mining Group Co. Ltd (SHA:601899, HKG:2899).
On 22 June 2015, Zijin announced its intention to make a $0.10 all-cash takeover of all shares it does not already own in Phoenix. PXG is currently trading at $0.105.
At that time, the company sought to secure a transaction that was in the best interest of Phoenix shareholders, Zijin was unwilling to improve the price under its offer, leading the company's directors to form the view that they could not recommend the offer in its current form.
Since then, the company's directors have engaged with a number of parties to consider alternative, value maximising, proposals for Phoenix and its assets.
While there is no guarantee that this engagement will result in a Superior Proposal, these discussions - as well as ongoing dialogue with Zijin - are progressing.
Zijin has now disclosed its offer conditions in full.
These reiterate the conditional nature of the offer, including that Zijin must acquire a relevant interest in at least 50.1% of Phoenix shares.
A formal offer in the form of a Bidder's Statement has not been presented to Phoenix and as such is not capable of acceptance at this point by Phoenix shareholders.
Once received, the Directors of Phoenix will consider Zijin's Bidder's Statement carefully and will respond with its Target Statement, which will include an Independent Expert's Report as to whether the Offer is fair and reasonable, and will provide the directors' formal recommendation.
Zijin had previously executed a pre-bid agreement with Phoenix's largest non-interested shareholder Geologic Resource Partners LLC, giving it a 17.9% interest in the company.
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