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Highlights:
- Aurum Resources Ltd (ASX:AUE) has declared its takeover offer for Mako Gold Ltd (ASX:MKG) unconditional, with a holding of at least 86.77% of Mako shares.
- The offer expires on January 31, 2025, with potential implications for minority shareholders who do not accept.
- Aurum is positioned to proceed with compulsory acquisition if its holding reaches 90%, leading to Mako's delisting from the ASX.
Aurum Resources Ltd (ASX:AUE) has made a significant move in its acquisition strategy by declaring its off-market takeover offer for Mako Gold Ltd (ASX:MKG) unconditional. The offer, which involves exchanging one Aurum share for every 25.1 Mako shares, is now final, with no plans to increase the consideration. This declaration solidifies Aurum's position, as it currently holds at least 86.77% of Mako’s shares.
The offer is set to expire at 7:00 PM Sydney time on January 31, 2025. Shareholders who do not accept the offer by this deadline may face reduced influence as minority stakeholders under Aurum’s control. Additionally, Aurum’s majority ownership is expected to impact the liquidity of Mako shares, potentially complicating efforts by minority shareholders to sell their holdings at favorable prices.
Aurum has already secured a controlling interest in Mako, enabling the appointment of a majority of Mako’s board of directors. This level of control underscores the company’s strategic push towards potentially acquiring 90% of Mako shares, a threshold that would allow Aurum to initiate compulsory acquisition of the remaining shares. If this step is taken, Mako is expected to be delisted from the ASX, further emphasizing the need for minority shareholders to consider their options carefully.
For those shareholders who choose to accept Aurum’s offer, the process ensures they will receive the agreed consideration within 15 business days of acceptance. Importantly, the board of Mako has unanimously recommended that remaining shareholders accept the offer promptly, citing the absence of any superior proposal. The independent directors of Mako have expressed full support for the takeover, with each committing to the offer for all shares held or controlled by them.
Another significant consideration for shareholders is the availability of capital gains tax (CGT) scrip-for-scrip rollover relief. With Aurum’s ownership exceeding 80% of Mako shares, shareholders who accept the offer may defer capital gains taxes that would otherwise apply to the transaction. This provision aims to offer financial flexibility to shareholders who decide to participate in the deal.
The offer’s unconditional status and Aurum’s majority stake highlight the momentum behind this acquisition. However, the implications for those who remain as minority shareholders in Mako extend beyond reduced liquidity. Decisions made under Aurum’s control may directly impact the residual shareholders who choose not to accept the offer, further complicating their position.
As Aurum moves closer to the critical 90% ownership threshold, the possibility of compulsory acquisition becomes more tangible. Shareholders who do not act before the offer’s expiry risk facing delays in receiving their consideration, should Aurum proceed with the compulsory acquisition process. For Mako, the prospect of being delisted marks a pivotal shift in its operational and shareholder landscape.
Aurum Resources’ decisive actions underscore its commitment to consolidating control over Mako Gold. The unfolding situation presents a critical juncture for shareholders, with significant implications for their investment outcomes and positions within the evolving corporate structure.
