Nord Gold SE cancelled the acquisition of remaining 81.3% stake in Cardinal Resources Limited from MM Asset Management Inc., The Bank of Nova Scotia and other shareholders.
The transaction is subject to completion of confirmatory due diligence, approval from the Nord Gold Board of Directors, minimum acceptance of at least 50.1% of cardinal shares, between the announcement date and the end of the offer period no litigation against any cardinal group member, the Offer to be lawfully made to and accepted by Cardinal shareholders and any approvals, consents, waivers, exemptions or declarations that are required by law, or by any Government Agency. Shareholders of Cardinal Resources Limited were advised to take no action at the time in relation to the Nord gold offer. As on July 15, 2020, shareholders of Cardinal Resources Limited are advised to take no action at the time in relation to the Nord gold offer. The amended offer is not subject to any conditions. The Board of Cardinal appointed a special purpose committee to consider Nord gold's correspondence. On June 22, 2020, Shandong Gold Mining increased its offer price to AUD 0.7 per share. On July 27, 2020 the Board of Cardinal Resources unanimously recommend to shareholders to reject the offer by Nord Gold due to superior offer by Shandong Gold and based on the information available on Target's Statement, Directors have no reason to believe that the Conditions of the revised Shandong Gold Offer cannot be satisfied within a reasonable period of time and recommend to accept the revised offer of Shandong Gold. As per announcement of July 30, 2020, Nord Gold SE has commenced its unconditional on-market offer. Nord gold has received approval to proceed with the Offer from Australia's Foreign Investment Review Board (FIRB). As on September 3, 2020, Cardinal recommended its shareholders to take no action to the revised Nord Gold bid. Shareholders are recommended to take no action. As on September 9, 2020, Cardinal Board recommends its shareholders to reject Nord gold offer. As of October 27, 2020, acting president of Australian Government Takeovers Panel requested Nord Gold SE to withdraw application on affairs of Cardinal Resources. As of November 26, 2020, the shareholders of Cardinal are advised to take no action. As of November 17, 2020, the Takeovers Panel declined to conduct proceedings in relation to this transaction and the competing bid led by Shandong Gold Mining. As of November 23, 2020, Cardinal Resources has submitted another application to the Takeovers panel in relation with this transaction. As of December 3, 2020, the Panel has declined to conduct proceedings on application from Cardinal Resources Limited. As of December 11, 2020, the shareholders are advised to take no action in relation to the revised Nordgold offer.The tender offer will commence on July 30, 2020 and end on August 31, 2020. As per announcement of August 24, 2020, the offer period has been extended to the close of trade on ASX on September 10, 2020. As of September 10, 2020, the offer period has been extended to the close of trade on ASX on September 24, 2020. As of September 17, 2020, the offer period has been extended from September 24, 2020 until October 8, 2020. As of October 1, 2020, the offer period has been extended and will expire immediately at the close of trading on ASX on October 22, 2020. As of October 15, 2020, offer period has been extended to November 3, 2020. As of October 26, 2020, offer period has been extended to November 6, 2020. As of October 29, 2020, offer period has been extended to November 20, 2020. As of November 12, 2020, offer period will expire on November 30, 2020. As of November 18, 2020, the offer period will expire on December 7, 2020. As of November 26, 2020, offer period has been extended to December 14, 2020. As of December 7, 2020, offer period has been extended to December 23, 2020. As of December 22, 2020, offer period has been extended to December 31, 2020.
Peter Bacchus and Cillian Spillane of Bacchus Capital acted as the financial advisors and Elliott Cheung of DLA Piper acted as the legal advisor to Nord gold. Bennett Jones LLP and HopgoodGanim acted as the legal advisors while Maxit Capital LP, Euroz Hartleys Limited, BMO Capital Markets Corp. and Canaccord Genuity Group Inc. (TSX:CF) acted as financial advisors for Cardinal Resources. Taylor Collison acted as the broker to the offer.
Nord Gold SE cancelled the acquisition of remaining 81.3% stake in Cardinal Resources Limited (ASX:CDV) from MM Asset Management Inc., The Bank of Nova Scotia (TSX:BNS) and other shareholders on December 23, 2020. Nordgold has decided to accept Shandong Gold's offer, and as a result is no longer Cardinal's largest shareholder.