The directors – who previously reported they were in discussions with other companies over a better offer – said shareholders would also receive the final dividend as part of the revised PEAMCoal offer.
“The directors of Macarthur recommend that shareholders accept the revised PEAMCoal Offer, in the absence of a superior proposal,” Macarthur said.
“The directors note that in the period since the initial offer a number of parties have conducted due diligence in relation to Macarthur. Although it remains possible that a superior proposal might be made, none have emerged to date and there can be no assurances that any will emerge.”
The Revised PEAMCoal Offer represents a 50c per share premium over the initial offer and a substantial premium to Macarthur’s key trading metrics to July 11, 2011 (being the last trading day prior to the announcement of a proposal from Peabody and ArcelorMittal).
Macarthur and PEAMCoal have entered into an implementation deed which contains customary deal protection mechanisms including “no shop” and “no talk” restrictions, as well as a right for PEAMCoal to provide a matching offer in the event of a competing proposal which the Macarthur Board considers superior.
A break fee equal to $48.3 million may also be payable by Macarthur in certain circumstances.