The Federal Court of Australia has approved the scheme of arrangement for BHP to acquire all shares in OZ Minerals Limited.
The court ruling comes after the scheme’s approval from OZ Minerals Limited’s shareholders on 13 April. Following the vote, BHP CEO Mike Henry said it was a strong endorsement from OZ Minerals shareholders on the value they will receive under the scheme, and the hard work of the OZ Minerals team over many years to create a successful business.
“We look forward to bringing together our talent and resources to create an even stronger organisation,” he said.
BHP and OZ Minerals entered into the arrangement on 22 December 2022 for a cash price of A$28.25 per OZL share, which corresponds to an enterprise value of A$9.6 billion.
It is expected that the scheme will become effective on 18 April 2023 on lodgement of the Court’s orders with the Australian Securities and Investment Commission and OZ Minerals Limited’s shares will be suspended from trading on the ASX from the close of trading on that day.
The scheme is expected to be implemented on 2 May 2023.
OZL’s shareholders will be paid total cash consideration of A$28.25 per OZL share, comprising:
- the scheme consideration paid by BHP of A$26.50 for each OZL share held at the scheme record date, which is 7:00pm on 24 April 2023; and
- a fully franked special dividend paid by OZL of A$1.75 for each OZL share held on the special dividend record date, which is 7:00pm on 21 April 2023.
The cash payment by BHP will be funded using a combination of BHP’s existing cash reserves and the proceeds of a debt facility.