THE BOURSE WHISPERER: Westgold Resources (ASX: WGX) called out the Board of takeover target Gascoyne Resources (ASX: GCY) in an announcement this morning comparing its offer against that of Firefly Resources (ASX: FFR).
Westgold declared it had received a good deal of incoming positive engagement from shareholders of Gascoyne Resources regarding its intention to make an off-market takeover offer for all the issued shares in Gascoyne.
Westgold’s offer is subject to the Firefly Scheme not proceeding and customary off-market takeover bid conditions including, inter alia, a minimum acceptance condition of 50.1 per cent.
Westgold intends to lodge its Bidders Statement with ASIC during the week commencing 10 October 2021.
“It has been more than a week since Westgold announced its intention to make a bid on terms that are far superior to Gascoyne’s proposed merger with Firefly,” Westgold Resources executive director Wayne Bramwell said in the company’s ASX announcement.
“Bemusingly, the Gascoyne Board has provided no guidance to Gascoyne’s shareholders nor to Westgold regarding the Board’s intentions on either the Firefly Scheme or the Westgold Offer.
“The silence from the Gascoyne Board in relation to our Offer is in stark contrast with the volume of calls and emails we are receiving from Gascoyne shareholders wanting our Offer to be considered by their Board.
“Westgold knows the Gascoyne Board is cognisant of its fiduciary duty to its shareholders and would expect the Board to dutifully and proactively act to ensure their loyal shareholders have the opportunity to evaluate and respond to our value accretive proposition.”
The company compared the details of each offer, saying that “Based on the Independent Expert’s Report contained in the Firefly Scheme booklet”, should the Firefly Scheme taken up the value would equate to 18.3 cents per Gascoyne share.
The Westgold Offer of one Westgold share for every four Gascoyne Shares implies a value of 44 cents per Gascoyne share.
The gloves were then removed:
“The Gascoyne Board must act in accordance with its fiduciary duties to its shareholders and take all steps necessary to terminate the inferior proposed Firefly Scheme,” the company stated rather firmly.
“At the very least, Westgold considers that the Gascoyne Board must postpone the proposed Firefly Scheme meeting to allow its shareholders the opportunity to consider the merits of the Westgold Offer, as compared to the dilutive Firefly Scheme.
“The Firefly Scheme structure denies Gascoyne shareholders any vote or choice on this value destructive transaction.
“Westgold considers that once given the choice, a Gascoyne shareholder’s acceptance of the Westgold Offer is in effect also a vote against the Firefly Scheme.
“Westgold encourages Gascoyne shareholders to demand that its Board act in its shareholder’s best interests and provide an opportunity for Gascoyne shareholders to consider and accept the Westgold Offer.
“Westgold is committed to ensuring that Gascoyne shareholders are provided an opportunity to consider and accept the compelling Westgold Offer and has appointed an advisory team of Argonaut PCF and HopgoodGanim Lawyers to assist with the preparation of our Offer.”
At the time of publication neither Gascoyne Resources or Firefly Resources had released responding statements.
TO READ THE FULL ANNOUNCEMENT: CLICK HERE