Mesa Minerals

A$61m Recommended Takeover by Mineral Resources

August 2010

In February 2010, Mesa received an approach from a potential bidder after a shareholder meeting to replace its board was requisitioned. Under acute time pressure, Azure approached a number of counter bidders and selected Mineral Resources after a series of negotiations. A recommended takeover offer at a substantial premium was launched prior to the requisitioned shareholder meeting, at which the board successfully defended the resolutions.

During the offer, a successful Takeovers Panel application undertaken by Mesa reduced a large stake held in breach of the Corporations Act by various Mesa shareholders, who were deemed associated parties attempting to hold a second requisitioned shareholder meeting to replace the board. In August 2010, Mineral Resources was ultimately successful in acquiring 64.2% of Mesa.

Azure advised Mesa on key aspects of the offer from evaluation and selection of bidders, financial modelling, negotiation and drafting of deal documentation and assistance with 2 shareholder meetings and a Takeovers Panel application, through to market communication and shareholder lobbying. The result was a very successful outcome for Mesa shareholders, who risked losing control without being paid an appropriate premium for their shares.