Nevsun has signed a definitive takeover accord with Zijin, whereby the Chinese investor will acquire all issued and outstanding Nevsun shares at C$6 (US$4.57) a share.
The price reflects a 57% premium over Nevsun's unaffected closing price of C$3.82 on May 7, which was the day Lundin first publicly revealed its proposal to acquire Nevsun. That in itself was the result of about 12 months of behind-the-scenes negotiations.
The Nevsun board unanimously approved the C$1.86 billion transaction, hailing the offer's 26%, or C$1.25 per share premium, as a victory over the July 26 hostile C$4.75-a-share takeover bid by Lundin.
Lundin said Thursday it would not increase its offer and would continue to look for strategic growth options.
With a market valuation of US$10 billion, Zijin offers the added attraction of sweetheart in-house project financing options and the ability to cut the Nevsun offer free of financing conditions.
Nevsun's Toronto-quoted equity jumped as much as 17.6% during intraday trading, to a new 12-month high of C$5.81 apiece, which gave the copper-zinc producer a market value of around C$1.8 billion when all was said and done Wednesday.
Nevsun stuck to its guns from the outset of the Lundin take-over attempt, arguing the offer failed to recognise the "fundamental and strategic value" of its portfolio of producing and development assets, which were underpinned by the word-class Timok copper project, in Serbia, and the operating Bisha mine, in Eritrea.
A recent prefeasibility study on the 100%-owned Timok Upper Zone, which alone was valued at US$1.82 billion, represented quite a stretch for the C$1.4 billion Lundin bid.
Separately, Euro Sun Mining (TSX:ESM) in May made a Lundin-backed proposal to acquire Nevsun for C$1.5 billion, which would have seen Euro Sun and Lundin pay C$5 a share for Nevsun, consisting of C$2 in cash, C$2 in Lundin shares and C$1 in Euro Sun shares.
"This premium transaction is an excellent outcome for our shareholders, and the result of a rigorous and competitive global process to generate maximum value for Nevsun's outstanding assets", chairman Ian Pearce said.
The all-cash consideration of C$6 per share better reflects the fundamental value of Nevsun's mining and development assets, while also providing an appropriate change-of-control premium to our shareholders."
Based on a review of all value-maximising alternatives, the board recommended shareholders tender their shares to the Zijin offer.
The deal is pending two-thirds of Nevsun shares tendered and regulatory approvals such as under the Investment Canada Act and the Canadian Competition Act, and relevant authorities in China.
Zijin plans to rapidly develop the Timok Upper Zone and bring it into production and continue to advance and define the world-class potential of the Lower Zone, which it owns in partnership with Freeport-McMoRan.
It would also seek to further extend the life of Nevsun's Bisha mine in Eritrea by exploring for new deposits.
