LONDON, Aug 8 (Reuters) - ENRC's independentdirectors said on Thursday that a lack of alternatives and animminent delisting meant shareholders should "seriouslyconsider" an offer from its founders, despite a price they saidundervalued the Kazakh mining company.
A group including ENRC's three founders and the Kazakhgovernment has made a bid for the 46 percent of ENRC it does notalready control, hoping to take it private and focus on itsKazakh core, ending six turbulent years as a listed company.
ENRC's minority shareholders have until Aug. 28 to acceptthe offer, and the $4.6 billion bid is widely expected tosucceed after shareholders at rival Kazakhmys, ENRC'stop shareholder, backed the offer last week, taking support forthe buyout to more than 75 percent.
The offer, $2.65 in cash plus 0.23 of a Kazakhmys share forevery ENRC share, is worth about 231 pence per share at currentprices, marginally above ENRC's current value of 223 pence.
The independent directors have long argued the offerundervalues ENRC, and said on Thursday that the bidders'intention to review the company's international portfolio couldmean sales that generate income were not reflected in the offer.
But they also recognised that, given the bidders' more than50 percent holding, they had found no viable alternatives.
"Given the risks and uncertainties ... the independentcommittee has concluded that relevant ENRC shareholders shouldseriously consider the offer, despite the independentCommittee's firm view that it materially undervalues ENRC," thedirectors said.
The independent directors - who mainly represent theinterests of minority shareholders, or ENRC's freefloat of under20 percent - also said they would resign from ENRC once theoffer becomes unconditional.