Northern Star Resources Limited (ASX:NST) entered into a binding merger implementation deed to acquire Saracen Mineral Holdings Limited (ASX:SAR) for AUD 5.8 billion in merger of equals transaction on October 6, 2020. Under the terms, Saracen shareholders will receive 0.3769 shares of Northern Star and will receive a dividend of AUD 0.038 for each shares from Saracen which is conditional on the transaction becoming effective and banking consents. Raleigh Finlayson agreed to a holding lock period for consideration shares. After completion Northern Star shareholders will own 64% of the combined entity and Saracen shareholders will own the remaining 36%. In case of termination, Northern Star Resources and Saracen will pay a break-fee of AUD 57.6 million.

The merged group will continue as Northern Star Resources, based in Perth and trade on the ASX. Upon completion, the Board of nine will comprise five Directors from Northern Star and four Directors from Saracen. Bill Beament will remain Executive Chair until July 1, 2021 to ensure successful integration, then become Non-Executive Chairman. Raleigh Finlayson will be Managing Director and then transition to Executive Director (Corporate Development). Stuart Tonkin will be Chief Executive Officer and Morgan Ball will be Chief Financial Officer. Saracen's Non-Executive Chair Tony Kiernan will be the Lead Independent Non-Executive Director, Anthony Kiernan, will be appointed as lead independent director of Northern Star, Shirley In't Veld, Mary Hackett, Nick Cernotta, John Fitzgerald, John Richards and Sally Langer will be Non-Executive Directors. Luke Creagh will be Chief Operating Officer of Yandal / Pogo and Simon Jessop will be Chief Operating Officer of Kalgoorlie.

The transaction is subject to court approval of the scheme, approval from shareholders of Saracen, the independent expert concluding that the scheme is in the best interests of Saracen shareholders, and not changing, withdrawing or qualifying that conclusion, ASX has not indicated to Northern Star that it will not grant permission for the official quotation of the Consideration Shares on ASX from the business day following the Implementation Date, all required consents or waivers in respect of any merger, acquisition, scheme of arrangement, restrictions on group finance debt or security interests (triggered by finance debt or security interests of any member of the Saracen Group) and obligations as to group guarantors (in respect of any member of the Saracen Group) or similar provisions existing in any financing or hedging arrangements of any member of the Northern Star Group have been given to Northern Star by the relevant financier or hedge counterparty.

In respect of each Material Saracen Facility, either consent to or waiver of any change of control, merger, amalgamation, scheme of arrangement, delisting from ASX or similar provisions and any restriction on paying the Saracen Dividend existing in that Material Saracen Facility has been given to Saracen or a standstill agreement has been entered into between Saracen and the counterparty to that Material Saracen Facility, or Saracen has prepaid and cancelled all facilities under that Material Saracen Facility and the Court order approving the Scheme under section 411(4)(b) of the Corporations Act is lodged with ASIC. Transaction is unanimously recommended by the Board of Saracen and Northern Star subject to no superior offer. As on November 25, 2020, all Northern Star financier consents and Material Saracen Facilities and Relevant Agreements consents required are now obtained. As on December 9, 2020, The Supreme Court of Western Australia has passed following orders- i) Saracen convene a meeting of Saracen shareholders to consider and vote on the Scheme and ii) approving the dispatch of an explanatory statement providing information about the Scheme and notice of the Scheme Meeting. The Scheme Meeting, at which Saracen shareholders will vote on the proposed merger, will be held on January 15, 2021. Saracen and Northern Star confirmed that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission. The Scheme Booklet will be dispatched to Saracen shareholders by Tuesday, December 15, 2020. As on January 15, 2021, shareholders of Saracen Mineral Holdings Limited approved this transaction. As on February 2, 2021, the Supreme Court of Western Australia approved the scheme. The Scheme will become effective on the date upon which the office copy of the order of the approving the Scheme is lodged with ASIC or such earlier date as the Court determines or specifies in the order. Transaction is expected to close on February 12, 2021. Record date for transaction is February 5, 2021. As on November 25, 2020 the transaction is expected to close in February, 2021. As on December 10, 2020, the scheme Implementation Date is February 12, 2021. The second court hearing is expected to be held on February 2, 2021. As of February 2, 2021, the scheme is expected to become legally effective of February 3, 2021. The transaction is highly accretive.

Sternship Advisers Pty Ltd. acted as financial advisor and Antonella Pacitti, Roger Davies, Lorenzo Pacitti, Gaelan Cooney and Catherine Pedler of Ashurst Australia acted as legal advisors for Northern Star. Macquarie Group Limited (ASX:MQG) acted as financial advisor and James Stewart, Michael Bowen, Alex Jones, Rhys Davies, Rhys Davies, Roger Hawkins, Kirsty Hall and Tarrant Sewell of DLA Piper Australia Pty Ltd acted as legal advisors for Saracen. Pricewaterhousecoopers Securities Limited acted as accountant to Saracen Mineral Holdings Limited.

Saracen Mineral Holdings Limited will pay financial advisory fees between AUD13.4 million to AUD 15.4 million, legal fees of AUD 1.7 million, tax and accounting advisory fees of AUD 0.36 million ,due diligence and valuation fees of AUD 0.41 million, Independent Expert of around AUD 0.3 million, fees of the Independent Technical Specialist of around AUD 0.32 fees of the Investigating Accountant of around AUD 0.05 million. Northern Star estimates that it will incur financial advisory fees of between AUD 1.2m to AUD 2.1 million, legal advisory fees of between AUD 1.25 million to AUD 1.5 million and accounting and taxation advisory fees of AUD 0.25 million.

Northern Star Resources Limited (ASX:NST) completed the acquisition of Saracen Mineral Holdings Limited (ASX:SAR) in merger of equals transaction on February 3, 2021. Saracen Mineral Holdings Limited will cease trading on the Australian Stock Exchange on February 3, 2021.