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(Alliance News) - BHP Group Ltd said on Thursday it entered into a scheme implementation deed with Oz Minerals Ltd, as BHP moved a step closer to conclude the AUD9.6 billion acquisition of Oz.
The scheme implementation deed lays out terms and conditions of the acquisition and its non-binding indicative proposal announced on November 18.
BHP said the conditions of the scheme are required to be satisfied by August 31, 2023, unless extended by it and Oz. The transaction is subject to regulatory and shareholder approvals.
The execution of the scheme implementation deed follows the completion of a four-week exclusive due diligence period this month, BHP said.
BHP said Oz shareholders will vote on the takeover offer late in March or early April. If approved by Oz shareholders and the Australian court, the scheme will be implemented shortly after.
The Melbourne-based diversified miner said the Oz board unanimously recommended that Oz shareholders vote in favour of the scheme, and each Oz director intends to vote their shares in favour of the scheme, in the absence of a superior proposal and subject to an independent expert report.
Back in November, the two companies entered into a confidentiality and exclusivity deed after BHP increased its non-binding indicative takeover offer for Oz to AUD28.25 per share in cash. This represented a premium of 49% to Oz's closing price of AUD18.92 per share on August 5, when BHP tabled its initial offer.
Oz is a gold, copper and nickel miner. It owns and operates the Prominent Hill and Carrapateena mines in South Australia. It also has an interest in the Pedra Branca copper-gold mine in Brazil.
"We thank the OZL board and management for their engagement through the due diligence process and look forward to working together to continue to take steps forward to complete the transaction," BHP Chief Executive Mike Henry said.
By Artwell Dlamini, Alliance News reporter
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