May 26 2005
BHP Billiton today announced that it has not extended its offer for WMC Resources. The offer is due to lapse at 7.30pm (Melbourne time) on 3 June 2005 unless BHP Billiton achieves(1) acceptances (including instructions under the Acceptance Facility) for more than 50% of WMC shares. After today, the offer can only be extended in limited circumstances in accordance with the Corporations Act.
Should acceptances and instructions exceed 50%(1), the offer will be declared unconditional(2) and payment terms accelerated so that accepting shareholders are paid within five business days(3). In these circumstances the offer will also be automatically extended by two weeks from the date such acceptances and instructions exceed 50%.
BHP Billiton Chief Executive Officer, Chip Goodyear said “WMC shareholders now need to make a decision. We believe that our cash offer of A$7.85 per share is full and fair. All the necessary regulatory approvals have been received and shareholders have been given sufficient time to allow them to assess the merits of our offer.”
“It is not in the interests of BHP Billiton or WMC shareholders to further extend the offer. Should the offer lapse, we will continue to follow our clearly set out strategy focussing on value creating opportunities”.
In a letter to all WMC shareholders today, WMC Chairman, Tommie Bergman, said that WMC’s directors believed that the BHP Billiton offer represented excellent value. “In the 11 weeks since the receipt of BHP Billiton’s offer, your Board has not had any other approaches.”
Mr Bergman said that WMC’s directors planned to accept the offer in respect of their own holdings of WMC shares. “… WMC’s share price may fall below A$7.85 if BHP Billiton’s offer lapses,” he said.
At this time, BHP Billiton has achieved acceptances in respect of 4.49% of WMC shares (no instructions have been received under the Acceptance Facility as at 7.30pm Melbourne time yesterday) and holds an economic exposure to a further 4.3% of WMC shares through cash settled derivative contracts.
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