--Coalworks board recommends revised bid from Whitehaven Coal
--Distribution of holding in Orpheus Energy lifts bid value to A$1.025/share
--Macquarie withdraws call to replace chairman and chief executive
(Recasts 1st paragraph, adds further comment from Coalworks from 3rd, and background throughout.)
By Robb M. Stewart
MELBOURNE--Whitehaven Coal Ltd. (WHC.AU) won support for its 142 million Australian dollar (US$142 million) bolt-on acquisition of smaller Coalworks Ltd. (CWK.AU), even as Australia's largest coal-only producer prepares for a possible bid from coal magnate Nathan Tinkler.
Coalworks in a statement Friday said its board now recommends the offer after Whitehaven removed earlier conditions and agreed to allow Coalworks to distribute to its shareholders shares from its 33.4% stake in Orpheus Energy Ltd. (OEG.AU). That effectively raises the A$1 a share cash bid by about 2.5 cents, or roughly A$146 million.
The company said the higher offer represents "sufficient value and certainty for Coalworks shareholders." The chairman, chief executive, senior management and several shareholders together owning a 15% interest in Coalworks have agreed to the bid, it said.
A takeover of Coalworks would allow Whitehaven to consolidate control of several coal projects in eastern Australia, and follows the A$2.3 billion acquisition of Mr. Tinkler's Aston Resources Ltd. plus his unlisted Boardwalk Resources. That deal left Whitehaven with a 17.3% stake in Coalworks, which with Boardwalk is developing coking and thermal coal project in New South Wales state.
Mr. Tinkler, whose Tinkler Group is Whitehaven's largest shareholder with about a 21% stake, surprised investors this week with a proposal to take Whitehaven private. Whitehaven rejected the bid as incomplete and highly conditional, but has set up an independent committee to respond should Mr. Tinkler and his backers return with a fresh offer.
Interest in coal producers and explorers that can supply Asia's energy and steelmaking needs has remained strong despite slumping prices for the commodity this year. China's Yanzhou Coal Mining Co. (YZC) is close to finalizing the acquisition of Gloucester Coal Ltd. (GCL.AU), while U.S. producer Peabody Energy Corp. (BTU) last year bought Australia's Macarthur Coal Ltd. for A$4.9 billion.
Coalworks Chairman Wayne Mitchell and Chief Executive Andrew Firek have been under pressure from investor Macquarie Bank, which had called a meeting of shareholders to oust the pair and replace them with its own nominees. Macquarie has, following the acceptance of Whitehaven's revised bid, withdrawn its proposal, which was due to be voted on Friday, Coalworks said.
Macquarie had said it was concerned with Coalworks' recent share placement that left Asian commodities trader Noble Group Ltd. (N21.SG) as a minority shareholder with a 9% stake and a strategic adviser to the coal explorer.
Whitehaven has plans to boost production to about 25 million metric tons a year by 2016 from 4.7 million in the last financial year. The acquisition will give it control of the Ferndale project being developed with Boardwalk, plus hand it the Vickery South project that is next to its own Vickery coal development in New South Wales, as well as the Oaklands project in the south of the state.
Its offer for Coalworks is due to close June 26.
Write to Robb M. Stewart at firstname.lastname@example.org
(END) Dow Jones Newswires
June 14, 2012 22:20 ET (02:20 GMT)
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