Both Gloucester and Whitehaven have issued documentation for the merger to proceed.

Under the merger proposal, Whitehaven shareholders will receive one Gloucester share for every 2.45 Whitehaven shares they hold. Gloucester shareholders will continue to hold their existing ordinary shares.

While still in accordance with rulings from the panel in its latest review of the deal made last week, Gloucester directors have considered there was no superior proposal for the company despite Noble’s off-market cash takeover offer made back in March.

At $4.85 per share, the offer was 54.2% higher than Gloucester shares before the initial merger announcement.

Reported by the Australian newspaper, Noble has expressed dismay the panel did not give Gloucester shareholders a voice on whether the merger with Whitehaven should go ahead.

Noble director of energy Will Randall told the newspaper the company would review all options and work with bankers and lawyers to see what could be done next.

Hong Kong-based Noble is a 21.7% stakeholder of Gloucester and has labelled the Whitehaven merger as a reverse takeover of Gloucester.

Back in 2007, Noble and private mining group AMCI used their stakes to vote down a takeover offer by Xstrata Coal, despite the wishes of Gloucester’s board.

The merger between Gloucester and Whitehaven would create a company that holds combined reserves of 190 million tonnes and resources of 922Mt with saleable production of 4.5Mt, as of calendar year 2008.

Gloucester shares are up 12c this morning to $5.62, while Whitehaven shares are down 3c to $1.96.