A new bid for Macarthur Coal after another day of release and counter release in the battle for control of the miner yesterday.
Friday morning there was an all paper bid for Macarthur from Australian coal group, New Hope (See below).
Peabody Energy fired off a complaint to the Takeovers Panel about Macarthur asking that the Panel order the postponement of a meeting of Macarthur shareholders, due next Monday, April 12, to consider Macarthur’s own bid to take over Gloucester Coal.
That complaint has flopped.
Peabody claimed the information not provided to shareholders included updated information in relation to the Gloucester/Noble transactions which took into account the revised Peabody proposal.
Peabody says the failure to provide the information prevented Macarthur shareholders from comparing the relative merits of the Peabody bid against the proposed Gloucester/Noble deal.
That was around 9.30 am, around 90 minutes later, Macarthur returned fire with a lengthy statement attacking Peabody and once again rejecting the US coal group’s $A14 a share offer.
"The Macarthur Board does not believe the current Peabody proposal is capable of being a superior proposal to the Gloucester and Middlemount transactions.
"Macarthur is therefore not permitted under its Bid Implementation Agreement with Gloucester to engage with Peabody on the basis of this proposal (Source,COMSEC).
"There is no binding or definitive proposal from Peabody which would be capable of consideration by shareholders and no offer has been made by Peabody direct to the Macarthur shareholders
"Peabody has had significant time to formulate and make a definitive proposal and has failed to do so
"The Macarthur Board believes shareholders have all information required to make an informed decision at Monday’s shareholder meeting and that it has no basis to delay the meeting.
"Macarthur is legally obliged under the Bid Implementation Agreement with Gloucester not to engage with Peabody unless Macarthur’s Board determines, among other things, that:
"The Revised Indicative Proposal could reasonably be a superior proposal; and after receiving advice from its legal or other professional advisers, that failing to respond would in the reasonable opinion of the Macarthur Board be likely to constitute a breach of fiduciary or statutory duties or could reasonably lead to a contravention of law.
"To be a "superior proposal", the Macarthur Board must determine that it is reasonably capable of being completed on a timely basis taking into account all aspects of the proposal; and more favourable to Macarthur shareholders than the Gloucester offer (taking into account, among other things, all legal, financial, regulatory and other aspects of the Revised Indicative Proposal and Peabody’s identity)."
"Accordingly, and in view of its fiduciary obligations to shareholders, the Board continues to recommend that shareholders vote in favour of the resolution at the Macarthur Shareholders’ Meeting scheduled for 12 April 2010 and has determined not to defer that meeting.
"Macarthur notes that it was advised by Peabody’s advisers late yesterday that Peabody had waived the requirement in the Revised Indicative Proposal that Macarthur confirm by no later than 5 pm yesterday that it would defer the Macarthur shareholder meeting.
"Instead, Peabody is seeking in an application lodged with the Takeovers Panel only last night to delay Macarthur’s shareholder meeting.
"Macarthur notes that Peabody had access to all the information sent to shareholders in relation to the shareholder meeting (released to ASX on 26 February) for over one month before it first communicated its indicative, non-binding proposal to Macarthur on 30 March 2010.
"It is disingenuous for Peabody to now seek to delay the shareholder meeting in circumstances where it has not made a binding offer to Macarthur shareholders."
And Macarthur also had good news on rail access for its Middlemount project with the Queensland government announcing a $1.1 billion new rail track that will link Goonyella to Abbot Point coal terminal on the coast.
That alone will increase the value of the project (in which Peabody rival, Noble Group is an equity holder until Monday’s meeting).
This will enable the Middlemount project to ship three million tonnes of coal a year through Abbot Point from January, 2012.
Macarthur shares closed up a cent at $14.32, still above the Peabody offer.
Footnote: Hope Corporation joined the bidding for Macarthur Coal Friday morning with an offer of 2.7 of its own shares for every Macarthur share, which valued Macarthur at $14.58, or $3.71 billion, based on Thursday’s closing prices.
Macarthur directors on Friday urged shareholders to take no action on the New Hope offer until the board has time to assess the new proposal.
There are also reports that Xstrata might make a bid, but Macarthur directors said they have had no contact from the UK-Swiss giant.
The New Hope bid follows Macarthur’s bid for
