The merger of the three companies – under the chairmanship of Tony Vaile – would create a coal company with saleable production of 6 million tonnes per annum of coal in FY2012. This is expected to increase to 25Mtpa by FY2016 and lead to a commanding position in the growing Gunnedah Basin of New South Wales.
The combined group would have JORC compliant resources of 2,451Mt and JORC compliant recoverable reserves of 842Mt.
Haggarty said Aston and Whitehaven had complementary assets and teams that made the transaction a “compelling and unique opportunity” for both companies.
“By combining these assets we can ensure the most economic and sustainable development of the combined coal resources,” he said.
“Importantly, the merger will have no impact on the day-to-day operation of our existing mines in the region or our Gunnedah coal handling and preparation plant.
“Our commitment to working as part of the local communities in which we operate will be maintained and the management and monitoring of cumulative impacts will continue.”
Tinkler – who with 32% of Aston is its current chairman after reshuffling its board – said: “This transaction is an important milestone for Aston shareholders.
“The merger represents the next phase in Aston’s growth, providing shareholders with exposure to a larger and more diversified portfolio of coal mines, projects and exploration opportunities, while continuing to maintain exposure to the Maules Creek project.
“I believe the merged entity will represent an extremely attractive investment of scale in the rapidly consolidating Australian listed coal sector and is positioned to deliver substantial synergy benefits to shareholders.”
Peter Kane, who was named by Tinkler as acting CEO of Aston in the latest board reshuffle, would be retained in the senior executive team while Whitehaven’s current chairman John Conde will be the new merged company’s deputy chairman.
The merger would create a major supplier of semi-soft coking and PCI coals, with metallurgical coal production rising to up to 60% of saleable production by FY2016 and strategic port and rail infrastructure position which supports the merged entity’s production growth plans, the companies said.
It would have a production and profit base from five low cost producing mines and a substantial growth pipeline including ramp up of Narrabri, development of Maules Creek and Vickery and a suite of exploration assets.
There would be significant synergies resulting from the consolidation of Gunnedah Basin mining operations, coal blending and marketing opportunities, infrastructure optimisation and procurement benefits.
Under the scheme of arrangement, Aston shareholders would receive 1.89 Whitehaven shares for each Aston share they hold.
Whitehaven will pay a fully franked special dividend of $0.50 per share to its shareholders immediately prior to implementation of the merger.
Whitehaven has entered into separate agreements to acquire all of the shares and other issued securities in unlisted coal explorer in Tinkler’s private company Boardwalk Resources.
Boardwalk Resources investors, including Tinkler Group and Farallon Funds, will be issued 85.88 million Whitehaven shares as consideration for the acquisition. These shares will not be entitled to the Whitehaven special dividend.
Boardwalk Resources shareholders will be entitled to an additional 34.02 million Whitehaven shares upon receipt of mining leases and environmental approvals at any two of the following projects: Dingo, Ferndale, Sienna, Monto and Oaklands North (being 17.01 million shares for each approval).
