Australian gold producers Genesis Minerals (ASX:GMD) and Vault Minerals (ASX:VAU) have agreed to merge, creating Australia's third-largest gold producer with a pro-forma market capitalization of AU$12.6 billion, the companies announced Tuesday.
Under the scheme of arrangement, Vault shareholders will receive 0.7629 new Genesis shares plus AU$0.475 in cash for each Vault share held, implying a value of AU$5.274 per share based on prices at the time the offer was announced.
Genesis shareholders will own about 59.8% of the combined group, with Vault holders owning the remaining 40.2%.
The deal caps a bidding war for Vault. In May, Vault and Regis Resources (ASX:RRL) announced their own proposed merger, potentially creating a AU$10.7 billion combined company.
Last week, Genesis made a rival bid, which Vault described as a "superior proposal." Vault's board ultimately backed the Genesis terms instead, as it represented a 14.5% premium to the Regis offer price of AU$4.61.
Vault will pay Regis a break fee of about AU$50.7 million after walking away from their agreement.
The combined Genesis-Vault group will produce an estimated 600,000 to 700,000 ounces of gold annually, all from Western Australian operations, with 33.6 million ounces of mineral resources and 9.4 million ounces of ore reserves.
The companies expect about AU$2 billion in potential post-tax synergies over 10 years, including AU$1.5 billion from combining operations in the Leonora and Bardoc-Mount Monger areas.
Vault Chairman Russell Clark was named non-executive chairman of the merged entity, while Genesis' Executive Chair Raleigh Finlayson was appointed managing director.
Genesis CEO Matt Nixon will serve as CEO of the group, while Genesis CFO Morgan Ball will also retain his position.
The merged group's board will comprise four Genesis directors and three members from Vault.
The transaction is subject to shareholder and court approvals and is expected to be completed by November.
Vault's shares will be delisted from the Australian Securities Exchange after the deal's completion.



