Mitsubishi Corporation (TSE 8058; LSE MBC) notes the announcement made by Rio Tinto Limited (ASX: RIO) ("Rio Tinto") today, in relation to an indicative, conditional, incomplete and non-binding joint takeover proposal, under which Rio Tinto and Mitsubishi Development Pty Ltd (“Mitsubishi Development”), a wholly owned subsidiary of Mitsubishi Corporation, would acquire all of the shares in Coal & Allied Industries Limited (ASX: CNA) (“Coal & Allied”) they do not already hold (the “Proposal”).
The Proposal is for a cash offer price of A$122.00 per Coal & Allied share. In addition existing shareholders will be entitled to retain the dividend of A$1.20 per share scheduled to be paid on 26 August 2011. The total cash amount of A$123.20 per share:
・ represents a 35.4 per cent premium to Coal & Allied’s closing price of A$91.00 on 5 August 2011, which was the last trading day before Rio Tinto’s approach; and
・ represents a 21.9 per cent premium to the one month volume weighted average price of Coal & Allied shares of A$101.04 as at 5 August 2011.
Perpetual Limited, the largest institutional shareholder of Coal & Allied, has indicated that it is supportive of the Proposal in the absence of a superior proposal emerging.
Mitsubishi Corporation confirms that Mitsubishi Development is currently in discussions with Rio Tinto in relation to the Proposal. However, those discussions are incomplete. As noted in Rio Tinto’s announcement, they are subject to a number of matters, including regulatory approvals and Rio Tinto and Mitsubishi Development reaching agreement on joint bid and other arrangements in relation to Coal & Allied. It is contemplated any such arrangements would need to be approved by Coal & Allied minority shareholders as a condition to any offer being made under the Proposal.
To facilitate discussions in relation to the Proposal, and prevent either Rio Tinto or Mitsubishi Development acquiring any further Coal & Allied shares while those discussions are ongoing, Mitsubishi Corporation confirms that Mitsubishi Development has entered into a standstill deed with Rio Tinto under which both parties have agreed not to acquire any shares in Coal & Allied, without the consent of the other, for a period of two months. A copy of the standstill deed will be attached to the substantial holder notice lodged by Mitsubishi Development with the ASX.
To date, other than the Standstill Deed, no agreement, arrangement or understanding has been reached or entered into by Mitsubishi Corporation, Mitsubishi Development and Rio Tinto in relation to the Proposal or otherwise in relation to Coal & Allied. There can be no guarantee that Mitsubishi Development and Rio Tinto will enter into joint bid or other arrangements in relation to the Proposal or that any proposal for Coal & Allied will eventuate from the current discussions.
Mitsubishi Development currently holds 10.20 per cent of Coal & Allied shares. Rio Tinto, as Coal & Allied's largest shareholder, currently holds 75.71 per cent of Coal & Allied shares through a wholly owned subsidiary.
About Mitsubishi Development
Mitsubishi Development is a wholly owned subsidiary of Japan's largest general trading company, Mitsubishi Corporation, which is listed on the Tokyo, Osaka, Nagoya and London Stock Exchanges. It was established in 1968 and now has offices in Sydney, Brisbane and Perth.
Mitsubishi Development is engaged in resource equity management with a focus on iron ore, metallurgical coal, thermal coal and uranium investments in Australia. Mitsubishi Development also provides specialist resources services to Mitsubishi Corporation’s Metals Group in respect of its global resources business development activities and investment portfolio.
About Coal & Allied
ASX listed Coal & Allied is one of the major thermal coal producers in Australia. Coal & Allied has three producing operations in the Hunter Valley region of New South Wales, namely Mount Thorley Warkworth, Hunter Valley Operations and Bengalla. Coal & Allied is also progressing various other potential thermal coal mining projects including the Mount Pleasant project, Hunter Valley Operations South and the proposed Warkworth Extension.