The Board of
The release refers to a now lapsed merger proposal from Deep Yellow for the acquisition of 100% of Vimy fully paid ordinary shares (via scheme of arrangement) by the issuance of one Deep Yellow ordinary share for every 3.74 Vimy ordinary shares which was outlined in a confidential proposal dated
Vimy provides the following comments in relation to the unsolicited, unconventionally structured and nonmarket premium Proposal provided by Deep Yellow.
Proposal required Vimy to commit to a binding transaction within 72 hours without due diligence.
Deep Yellow's unsolicited Proposal unconventionally required Vimy to accept the Proposal within 72 hours and sign a Binding Merger Term Sheet and make a public announcement without any due diligence by Vimy on Deep Yellow. The Proposal also committed Vimy to exclusivity with an associated approximate
Proposal did not provide an appropriate control premium.
While the Proposal was labelled a 'merger of equals', it was for the acquisition of 100% of the shares in Vimy. The Proposal implied a 10% premium to Vimy's last close1 which the Vimy Board deemed did not reflect an appropriate control premium.
Proposal did not appropriately reflect Vimy's contribution to the expanded Deep Yellow.
Deep Yellow's Proposal provided Vimy shareholders with approximately 43% of the combined company.
In the Board's opinion, Vimy's ownership interest in the combined group should be materially higher than the proportion offered in the Proposal; Vimy's response to Deep Yellow dated
Vimy Chairperson,
Vimy will continue with its strategic review process announced to the ASX on
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