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TOKYO, Nov 24, 2011 - (ACN Newswire) - Mitsubishi Corporation (TSE 8058; LSE MBC, "Mitsubishi") announces that its wholly owned subsidiary, Mitsubishi Development Pty Ltd ("MDP") and Murchison Metals Ltd ("Murchison") have executed a Share and Asset Purchase Agreement for the acquisition of Murchison's interests in Crosslands Resources Ltd ("Crosslands"), which is the owner of the Jack Hills iron ore deposit, and in the associated rail and port infrastructure project in the Mid West region of Western Australia ("Oakajee Port and Rail" or "OPR") (together with Crosslands, the "Projects") for cash consideration of A$325 million (the "Transaction").
MDP and Murchison are each 50% shareholders in Crosslands and each has an effective 50% economic interest in OPR.
Highlights of the Transaction include:
-- MDP to acquire Murchison's interests in Crosslands and Oakajee Port and Rail for cash consideration of A$325 million
-- Transaction paves the way for near term development of the Projects and the broader Mid West region
-- Transaction has the support of the Murchison Board
-- Transaction demonstrates MDP's ongoing confidence in the Mid West region
Details of Transaction/Schedule
MDP and Murchison have agreed that MDP will, subject to satisfaction of certain conditions precedent, acquire all of Murchison's interests in the Projects for cash consideration of A$325 million. Completion of the Transaction will remove MDP's obligation to pay a residual contribution to Crosslands due under the existing arrangements with Murchison made in June 2007.
The acquisition of Murchison's interests in the Projects will require approval by ordinary resolution of Murchison's shareholders at an Extraordinary General Meeting. It is currently expected that the Extraordinary General Meeting will be held by 15 February 2012, with completion of the Transaction expected by 31 March 2012.
Impact on Mitsubishi's consolidated earnings
The Transaction is not expected to have a material impact on Mitsubishi's consolidated earnings for the current period.
Key Benefits/Rationale
The Transaction paves the way toward the construction and operation stages of the Projects and in doing so, removes uncertainty for the current employees and contractors of Crosslands and OPR. Following completion of the Transaction, MDP will support Crosslands and OPR in recommencing key activities, including finalisation of feasibility studies and obtaining necessary approvals for the Projects.
When appropriate and in due course, MDP intends to introduce a suitably capitalised partner(s) or investor(s) to take up the interests acquired through the Transaction. The introduction of such partner(s) will assist funding of the Projects and re-engagement with OPR Foundation Customers.
Conditions to the Transaction
MDP recognises that time is of the essence to ensure Project development can continue smoothly. As such, the agreed Transaction has limited conditions, including:
-- No material adverse change in the value of OPR and Crosslands as a result of intentional or reckless actions by Murchison;
-- Murchison shareholder approval;
-- Novation of key contracts relating to the Oakajee Port and Rail project (including the existing State Development Agreement with the Western Australian Government);
-- Obtaining Foreign Investment Review Board ("FIRB") approval;
-- Obtaining all other regulatory approvals;
-- Settlement of the current outstanding legal claim; and
-- Release of all encumbrances over the shares and assets to be acquired.
Advisers
Mitsubishi is being advised by Macquarie Capital and Mallesons Stephen Jaques.
For full details, please see: www.mitsubishicorp.com/jp/en/pr/archive/2011/html/0000013480.html
Contact:
Mitsubishi Corporation
Telephone: +81-3-3210-2171
Facsimile: +81-3-5252-7705
Topic: Joint Venture
Source: Mitsubishi Corporation
Sectors: Metals & Mining, Daily Finance
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