Corporates: CBH, MCC, HVN

By Glenn Dyer | More Articles by Glenn Dyer

Japan’s Toho Zinc has sweetened its proportional bid for CBH Resources to counter an expanded offer from Belgian metals processor, Nyrstar.

CBH Resources said yesterday that it was the new offer from Toho  in a statement to the ASX.

The new price for Toho’s proportional offer for CBH shares has been increased from $0.25 a share to $0.30 a share.

"The structure and other terms of the proportional takeover offer remain the same as announced to the market on 16 March 2010."

This includes that Toho will offer to acquire between 26.5% and 28.5% of all shares held by CBH shareholders to give it a relative interest in not more than 49.9% of the shares.

Nyrstar last week offered 19.5c a share for 100% of CBH, plus $1,000 each for its convertible notes.

As Toho owns around 24% of CBH and is a major holder of the notes, the Nyrstar has little chance of winning, and yet Toho has returned with an improved offer of its own.

"A committee of CBH Directors independent of Toho (the “Independent Committee”) will meet shortly to consider the Improved Toho Proposal, and will advise shareholders as to its recommended course of action.

"Before this latest increase in offer price, the Independent Committee had already endorsed Toho’s previous proposal which is presently scheduled to be put to CBH shareholders at a general meeting on 28 April 2010.

"As advised to shareholders on 12 April 2010, the Company has previously received a new proposal from Nyrstar NV (“Possible Nyrstar Proposal”) which is to acquire all of the ordinary shares of the Company for $0.195 per share and to acquire the CBH Convertible Notes at $1,000 per Note, subject to the satisfaction of certain preconditions.

"The Company has subsequently facilitated one of the preconditions of the Possible Nyrstar Proposal, being confirmatory due diligence on CBH, is yet to advise CBH of the outcome of its due diligence and the impact (if any) on its proposal."

CBH shares jumped 13%, or 2.5c, to 21.5c at the close yesterday.

A quiet day for Macarthur Coal.

Macarthur’s takeover target Gloucester Coal says it will issue fresh advice to its shareholders, after the collapse of plans for the company to be merged with Macarthur.

The move comes after a Singapore meeting of shareholders in Gloucester’s dominant shareholder, the Noble Group, voted against the takeover plan on Monday.

Gloucester said it will issue a supplementary target’s statement "in due course" with any revised recommendation to its shareholders.

If the takeover had gone ahead Noble would have controlled 24% of the combined Macarthur-Gloucester entity.

Macarthur Board’s said it was considering the consequences this may have for Macarthur’s takeover offer for Gloucester and its acquisition of Noble’s interests in Middlemount including the exclusivity provisions  contained in the Bid Implementation Agreement with Gloucester.

"Macarthur’s expectation is that given the result of the meeting, it is now unlikely that the Gloucester / Noble transactions will proceed in their current form.

"Macarthur notes Noble’s previous statements that if the Gloucester / Noble transaction does not proceed, it may exercise its option to increase its interest in the Middlemount JV to 50% and retain the right to sell 100% of the output for the life of the mine. Noble has also indicated that it may review its rights under the Monto project.

"Macarthur advises that it has not been approached by Noble in this regard.

"Nevertheless, Macarthur will seek to continue discussions with its Middlemount Joint Venture partner, Noble and Noble’s 87% controlled entity, Gloucester, to assess potential alternative transactions that may be strategically valuable to Macarthur shareholders.

"The Macarthur Board also notes certain media reports in relation to a potential bid by Xstrata Coal and confirms that it has not received any proposal from Xstrata or its representatives."

Macarthur shares rose 14c to $16.68 yesterday.

And the momentum seems to have gone from the sales growth of Harvey Norman Holdings.

It said yesterday that its nine-months sales rose 2.2% to the end of March to $4.46 billion, while like for like sales for the same period increased by 1.4% compared to the corresponding period in 2009.

At the December 31 halfway mark, the company said headline sales were up 4% and like for like sales were up 2.5%.

So it looks as though the sales growth has almost halved.

No wonder shareholders didn’t like the numbers and sold the shares down 5% yesterday, or 19c, to $3.38.

The shares haven’t been this low since last August.

Harvey Norman said there was a negative impact on sales from currency depreciation, following a 2.9% fall in the New Zealand dollar, a 13.6% drop in the euro and a 21.6% decline in the British pound.

Selling prices in Australian dollars would have also fallen on imported goods from Asia, especially China and especially consumer electronics.

These lower prices hit sales growth, offsetting solid improvements in furniture and homewares.

About Glenn Dyer

Glenn Dyer has been a finance journalist and TV producer for more than 40 years. He has worked at Maxwell Newton Publications, Queensland Newspapers, AAP, The Australian Financial Review, The Nine Network and Crikey.

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