BHP Group Limited (ASX:BHP) made an offer to acquire OZ Minerals Limited (ASX:OZL) for AUD 9.4 billion on August 5, 2022. As of November 16, 2022, OZ Minerals received a revised offer of AUD 28.25 per share from BHP Group. As of December 22, 2022, BHP Lonsdale Investments Pty Ltd entered into a scheme implementation deed to acquire OZ Minerals Limited (ASX:OZL). Parties have agreed on a break fee of AUD 95 million. The OZL Board has confirmed to BHP that it intends to unanimously recommend the Revised Proposal to OZL shareholders as being in the best interests of OZL shareholders. The cash payment by BHP has been funded using a combination of BHP’s existing cash reserves and the proceeds of a debt facility. The Revised Proposal is subject to certain conditions including completion of due diligence to the satisfaction of BHP, entry into an SIA, and a unanimous recommendation from the OZL Board that shareholders vote in favor of the Revised Proposal in the absence of a superior proposal and an independent expert concluding that the Revised Proposal is in the best interests of OZL shareholders. completion of the transaction will also be subject to conditions expected to include receipt of approvals from regulators in relevant jurisdictions, OZL shareholder approval, Australian court approval of the scheme of arrangement. As of December 20, 2022, BHP had entered into a Confidentiality and Exclusivity Deed with OZ Minerals Limited, Under the Confidentiality and Exclusivity Deed, OZL granted BHP four weeks to undertake exclusive due diligence and negotiate a binding scheme implementation deed. A OZ minerals shareholders shareholder meeting is to be convened on April 13, 2023, to review and approve the transaction. As of April 13, 2023, the shareholders of OZ minerals have approved the transaction. As of April 17, 2023, the Federal Court of Australia has approved the transaction.

As of February 6, 2023, The transaction has been approved by Brazil’s Administrative Council. The transaction is subject to the completion of extensive financial, legal, technical and operational due diligence over a proposed 6-week timeframe, various financial assumptions, a unanimous recommendation of the OZ Minerals Board entry into a scheme implementation agreement subject to a range of conditions including no material adverse change, regulatory, Brazil competition authority, Vietnam competition authority approvals, shareholder and court approvals and conduct of business restrictions. The Board has unanimously determined that the Indicative Proposal significantly undervalues OZ Minerals and, as such, is not in the best interests of shareholders. The transaction is expected not to be concluded until mid-2023. As of December 22, 2022, the scheme is expected to be effective in early April 2023. As of March 2, 2023, the scheme is expected to be implemented on May 2, 2023. As of March 13, 2023, OZ Minerals shareholders will vote on next month on the acquisition. An OZ minerals shareholders shareholder meeting is to be convened on April 13, 2023, to review and approve the transaction. As of April 11, 2023, the transaction has received the approval of Vietnam’s Competition and Consumer Authority. As of April 13, 2023. BHP is pleased to announce that OZ Minerals Limited (OZL) shareholders today approved the scheme of arrangement for BHP Lonsdale Investments Pty Limited. The Scheme still requires the approval of the Federal Court of Australia. OZL is expected to apply for court orders approving the Scheme on 17 April 2023. If approved by the Court, the Scheme is expected to become effective on April 18, 2023 and be implemented on May 2, 2023. OZ Minerals has appointed Macquarie Capital and Greenhill & Co as financial advisers and Gilbert + Tobin as legal adviser in relation to the Indicative Proposal. Citigroup Global Markets Australia Pty Limited acted as Financial advisor to BHP Group. Grant Samuel Group Limited acted as Fairness opinion provider to OZ Minerals,


BHP Lonsdale Investments Pty Ltd completed the acquisition of OZ Minerals Limited (ASX:OZL) on May 2, 2023. BHP Group Limited is now the ultimate parent company of OZL. Removal is expected to occur no later than May 3, 2023