Silver Lake Resources Limited (ASX:SLR) entered into a Bid Implementation Deed to acquire remaining 99.75% stake in Egan Street Resources Limited (ASX:EGA) from Lion Selection Group Limited (ASX:LSX), fund managed by Lion Manager Pty Ltd, and other shareholders for AUD 52 million on July 29, 2019. As per the recommended takeover offer terms, each Egan Street shareholder will receive 0.27 Silver Lake shares for every Egan Street share held. Lion Selection Group Limited has entered into a pre-bid acceptance deed with Silver Lake under which it has agreed to accept the offer in respect of its 16.2% stake. Adaman Resources Pty Ltd made a competing, indicative and non-binding proposal to acquire Egan Street Resources Limited for AUD 55.8 million on October 16, 2019. As of November 1, 2019, Silver Lake Resources increased its bid price to 0.400 Silver Lake's shares for each EganStreet's share. Further, Silver Lake will increase the consideration to 0.431 for each EganStreet's share held, if Silver Lake obtains a relevant interest in at least 38% of EganStreet's shares on or before November 8, 2019, being 7 days from lodgment of the variation notice. As of November 6, 2019, Silver Lake Resources Limited has determined to extend the requirement for the 38% threshold to be met to December 13, 2019. As of November 7, 2019, Silver Lake Resources Limited has increased offer price from 0.4 for each share to 0.431 for each share.

Egan Street may terminate the offer if a majority of its directors recommend a superior proposal and the Silver Lake has decided not to match that superior proposal or at any time after the date of this deed and before the end of the offer period a Silver Lake material adverse change occurs. Silver Lake may terminate this deed if superior proposal is publicly announced by a third party or a director of Egan Street does not recommend the offer to holders of Egan Street shares or recommends against, qualifies their support of or withdraws their recommendation or approval of the offer. The termination fee for both Silver Lake and Egan Street is AUD 0.5 million.

As soon as Silver Lake acquires a relevant interest in 50.1% of the Egan Street Shares and the offer has become unconditional, each Egan Street director will take all actions necessary to ensure that 2 nominees of Silver Lake are appointed as Egan Street directors and all of the existing Egan Street directors, other than Marc Ducler, resign as Egan Street directors and any existing Egan Street directors remaining as Egan Street directors after Silver Lake acquires a relevant interest in 90% of the Egan Street shares and the offer has become unconditional, shall resign as Egan Street directors as soon as practicable. On November 28, 2019, Marc Ducler (Managing Director) has tendered his resignation as a director and Kelvin Flynn has been appointed to the Board of EganStreet, effective November 28, 2019. Additionally, David Berg has been appointed as Company Secretary, following the resignation of Brendon Morton.

The offer is subject to 90% minimum acceptance by Egan Street shareholders, all third party consents are obtained prior to the end of the offer period, and each option holder accepts the option offer for all of their target options prior to 7 days before end of the offer period. Egan Street Board of Directors unanimously recommends that Egan Street shareholders accept the offer and have indicated that they will accept the offer in respect of all Egan Street shares they own or control, in both instances in the absence of a superior proposal. As on November 7, 2019, the offer became unconditional. As of November 26, 2019, Silver Lake Resources had 90.99% stake in Egan Street Resources. On November 27, 2019, Silver Lake Resources announced that it intends to compulsorily acquire any Egan Street Resources shares that are not accepted into its takeover offer. If the remaining shareholders do not accept the offer before the scheduled closing time for the offer, on completion of the compulsory acquisition process, Silver Lake Resources will pay to Egan Street Resources the consideration for their shares. The offer will remain open for an initial period of one month and may be extended on one or more occasion by Silver Lake in accordance with the Corporations Act. Date of offer is August 19, 2019 and offer closes on September 20, 2019. As of September 9, 2019, the offer will now close on November 1, 2019. As of October 25, 2019, the offer will close on December 13, 2019.

Taylor Collison acted as the financial advisor and GTP Legal acted as the legal advisor to Egan Street. RBC Capital Markets and Sternship Advisers acted as financial advisors and HopgoodGanim Lawyers acted as the legal advisor to Silver Lake. Computershare Investor Services Pty Limited acted as registrar to Egan Street Resources Limited.

Silver Lake Resources Limited (ASX:SLR) completed the acquisition of 99.75% stake in Egan Street Resources Limited (ASX:EGA) from Lion Selection Group Limited (ASX:LSX), fund managed by Lion Manager Pty Ltd, and other shareholders on December 13, 2019. The compulsory acquisition to acquire remaining shares is completed on January 8, 2020.