In a review of its previous decisions, the panel has now given Gloucester directors the option to withdraw from the merger proposal in the event that no superior proposal is made or announced for Gloucester.
The panel said the condition was not waivable for 21 days after the first offer was made for Whitehaven.
Back in March, before the first panel decisions, commodities trader and 21.7% Gloucester shareholder Noble Group muddied the waters by launching an off-market cash takeover of Gloucester.
At $A4.85 per share, the offer was 54.2% higher than Gloucester shares before the initial merger announcement.
In response to the latest panel rulings, Gloucester said its board currently considered that the Whitehaven merger remained in the best interests of its shareholders.
Gloucester said the value for shareholders would be increased post-merger and that Gloucester as a stand-alone entity was worth more than the $4.85 per share Noble was offering.
“Gloucester and Whitehaven expect to achieve significant synergies, including revenue benefits from coal blending which, over the medium term, are on their own anticipated to average at least $10 million per annum on a pre-tax basis,” Gloucester managing director Rob Lord said.
“These blending synergies involve combining Gloucester’s high-ash, high-sulfur coal with Whitehaven’s low-ash, low-sulfur coal.”
Whitehaven said the merger remained in the best interests of Gloucester shareholders, recommended its own shareholders accepted the bid and said the transaction documentation would be made available in due course.
At this stage Noble has not yet revealed what action it might take, but the Hong Kong-based company has previously labelled the merger proposal as a reverse takeover of Gloucester.
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.
The merged company will hold combined reserves of 190 million tonnes and resources of 922Mt with saleable production of 4.5Mt, as of calendar year 2008.
The company will hold existing operations Canyon, Sunnyside, Tarrawonga, Rocglen, Werris Creek, Stratford and Duralie; development projects Narrabri in the Gunnedah Basin and Clareval (at Duralie) in the Gloucester Basin; and a portfolio of exploration assets.
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.
Gloucester shares are up 11c to $5.22, while Whitehaven shares are up 1c to $1.995.