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The Gilbertson-chaired Pallinghurst Resources, described as a natural resources investment vehicle, and privately held coal and resources group AMCI will take control of 60% of ConsMin under the proposed cash-and-scrip transaction that values the company at $625 million or $2.28 a share.
ConsMin's directors have unanimously recommended the offer, which comprises $1.38 cash per share plus scrip in the "new" ConsMin.
ConsMin chairman Dick Carter said the deal would help accelerate the growth of the company.
"In reviewing the strategic options available to us to enhance shareholder value, it became clear that Consolidated Minerals would benefit from access to high quality local and global opportunities, and greater access to capital and international expertise and experience," Carter said.
"At the same time we considered it critical that our existing shareholders were able to share in the future growth. In our discussions with Pallinghurst Resources, it became clear that this proposal met our strategic criteria."
ConsMin managing director Rod Baxter, who together with Carter will remain on the ConsMin board, said the deal would help the new ConsMin become a key player in the international resources sector.
He said the new venture would look to grow by optimising and expanding existing operations, driving rationalisation and consolidation opportunities in the Australian resources sector, and pursuing a "targeted diversification strategy, both geographically and by commodity".
Gilbertson is best known to Australians as the man who helped bring BHP and Billiton together early this decade. In addition to his role at Pallinghurst, Gilbertson is the president of Russian aluminium company Sual, which is currently merging with fellow Russian miner Rusal.
Gilbertson will join the new ConsMin board along with Danish executive Arne Frandsen and AMCI founder Hans Mende. Frandsen, who up until mid-2006 was chief executive of South African black economic empowerment group Incwala Resources, will take on the title of executive director responsible for strategy.
Gilbertson and Frandsen, together with Baxter, will deliver a media conference in Perth later today.
ConsMin has been the subject of takeover rumours for months, with its shares gaining considerably since the first whispers emerged late last year. Since October, ConsMin shares have moved from less than $1.70 to current levels in excess of $2.20.
However, the current highs are well short of the prices achieved in 2005, when ConsMin was trading comfortably above $4 and ranked as a billion-dollar stock.
Today's news overshadowed a much improved financial result from the miner, which this morning announced a return to profitability with a $10.2 million net profit after tax for the first half of fiscal 2007.
The company also announced a dividend payment of 1.75c per share.
The result compared favourably to the disappointing loss of $9.7 million experienced in the first half of fiscal 2006.
Baxter pointed to a recovery in the manganese market and improved earnings contributions across its three businesses as the reason for the recovery.
ConsMin runs three operations in Western Australia, namely the Woodie Woodie manganese mines and Coobina chromite mine in the Pilbara, as well as the Beta-Hunt nickel mine south of Kambalda.
