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BHP’s Noront bid hits impasse as Wyloo won’t budge

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Wyloo Metals, the top shareholder of Noront Resources (TSXV: NOT), said on Thursday that it does not intend to support or tender the offer made by BHP to acquire Noront, and is considering making a “superior” offer to acquire the remaining stake in the Canadian nickel miner.

Noront is owner of the early-stage Eagle’s Nest nickel-copper deposit in northern Ontario’s Ring of Fire district. It has been billed by Wyloo as the largest high-grade nickel discovery in Canada since the Voisey’s Bay nickel find in Newfoundland and Labrador, with an initial mine life of 11 years.

In late July, BHP announced its offer to buy the Noront at a price of C$0.55 per share for a total value of C$325 million, which represented a premium of 129% based on the stock’s closing price on the day before Wyloo’s proposal two months earlier.

Wyloo, a unit of Australian mining magnate Andrew Forrest’s Tattarang investment group, had originally planned an unsolicited bid of C$0.315 per share, which would value the Eagle’s Nest project owner at C$133 million.

“It’s a once-in-a-generation opportunity to set Canada up as a responsible, reliable producer of battery-grade nickel,” Wyloo head Luca Giacovazzi said at the time. According to the Tattarang mining unit, Noront’s Ring of Fire land package hosts some of the most prospective mineral deposits in the world.

Noront, however, had constantly dismissed Wyloo’s proposal, while also implementing a “poison pill strategy” to block creeping bids from its top shareholder. The miner had also turned down a loan offer by Wyloo despite its call for “immediate funding.”

According to Wyloo, in an attempt to block its formal takeover, the Noront board has denied Wyloo from obtaining access to due diligence on reasonable terms on numerous occasions.

In response to the BHP proposal, Wyloo said on Thursday it was disappointed that the Noront board did not seek to “meaningfully engage or negotiate” with it prior to accepting the BHP offer, adding that it would consider proposing a better offer should it be provided with access to due diligence.

“Unfortunately, the total value of any superior offer contemplated by Wyloo must accommodate the C$13 million break fee payable to BHP, which was agreed to by the Noront board to the direct detriment of Noront’s shareholders,” Wyloo said in a news release.

Given the company’s cornerstone interest of approximately 37.5% (partially diluted), the minimum mandatory tender condition for BHP’s bid is unlikely to be satisfied without Wyloo’s support and a second step acquisition transaction is impossible, it warned.

BHP had previously been rebuffed by Wyloo twice prior to making the takeover proposal to Noront.

The BHP bid currently has the backing of Noront’s board. It is conditional on the acceptance of shareholders that own more than 50% of Noront’s shares, excluding the small stake that BHP already owns.

As the takeover battle continues to heat up, shares of Noront surged 7.1% by 1 p.m. EDT Thursday, giving the nickel miner a market capitalization of C$277.2 million.

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