Genesis Minerals (ASX:GMD) agreed to acquire Vault Minerals (ASX:VAU) for AU$5.274 per share in a deal that values Vault at roughly AU$5.6 billion, according to a Tuesday filing with the Australian bourse.
Vault shareholders will receive 0.7629 new Genesis ordinary shares plus AU$0.475 in cash for each Vault share they hold, per the filing. At closing, Genesis shareholders will own around 59.8% of the merged company on a fully diluted basis, while Vault shareholders will own the remaining 40.2%.
The merger will create a top-three Australian gold producer with a roughly AU$12.6 billion pro-forma market capitalization, around 600,000 to 700,000 ounces of pro-forma annual production, 33.6 million ounces in pro-forma mineral resources, and 9.4 million ounces in pro-forma ore reserves, per the filing.
The companies estimate potential synergies of about AU$2 billion post-tax, including around AU$1.5 billion over 10 years that are "unique to a combination of Genesis and Vault."
Vault Minerals Chair Russell Clark will be appointed as non-executive chairman of the merged company, with Matt Nixon and Morgan Ball to remain as CEO and CFO, respectively.
Vault has terminated a previous acquisition agreement with Regis Resources (ASX:RRL), triggering a break-up fee payment of about AU$50.7 million to Regis.