A bid by the oligarch founders of Eurasian Natural Resources Corporation to take the Kazakh miner private looks poised for success after securing the backing of its largest shareholder, even as an independent committee set up by the company said it could not recommend their new offer.
Kazakhmys, which owns 26 per cent of ENRC, said it supported the bid even though it admitted that it may still undervalue the company. It had concluded that “there is no prospect of obtaining improved terms”.
“In the light of the significant issues currently facing ENRC and the prospects for ENRC and the impact on its value if the offer does not proceed, the board of Kazakhmys believes that the offer represents the only realistic opportunity to realise value for the group’s investment in ENRC,” said Simon Heale, Kazakhmys chairman on Monday.
Earlier, the founding trio – Alexander Mashkevich, Patokh Chodiev and Alijan Ibragimov and renamed Eurasian Resources – had said they would pay shareholders $2.65, or about 172p in cash, and 0.23 of Kazakhmys stock for each ENRC share held, a value of 234.3p in total.
The independent committee said it could not recommend the offer. The committee is “very disappointed by the value of the offer, which it believes materially undervalues ENRC, its fundamentals, the intrinsic value of its underlying assets and its growth prospects,” said Mohsen Khalil, the committee’s head, in a statement.
The committee’s refusal to back the bid is, however, unlikely to hold much sway. Kazakhmys’ decision to accept the offer still requires shareholder approval but together with its 26 per cent stake, the bidding consortium speaks for about 80 per cent of ENRC shares.
Shares in Kazakhmys in London fell as much as 15 per cent to 230p in London trading, the biggest intraday fall since December 2008. They closed at 233.7p, down just over 13 per cent.
The new offer is broadly unchanged in structure from a conditional proposal in May but lower in absolute terms (234.3p per ENRC share, compared with 260p at the time) due to a 20 per cent fall in Kazakhmys’s share price and a 1 per cent depreciation in the US dollar versus sterling since the initial proposal was made.
ENRC shares, which have almost halved in price in the past year amid corporate governance worries and a UK Serious Fraud Office investigation into the company, closed at 213.8p on Monday, down just over 1 per cent.
The board of Kazakhmys said its decision to accept the offer was influenced by “concerns about any ongoing investment in ENRC”. These include the SFO investigation, a risk of ENRC being removed from the FTSE for non-compliance with the 25 per cent free-float condition, the risk that Kazakhmys’ stake becomes illiquid and the potential requirement for ENRC to raise additional funds.
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