(Updates to add share movement in the headline and the last paragraph and Regis Resources' comment in the fifth paragraph)
Vault Minerals (ASX:VAU) received an unsolicited binding proposal from Genesis Minerals (ASX:GMD) to merge via acquisition by Genesis of all ordinary shares in Vault through a scheme of arrangement, valuing Vault at AU$5.6 billion or AU$5.27 per share, according to a Monday Australian bourse filing.
The company said the implied offer price represents a nearly 15% premium to the AU$4.614 implied offer price under its existing scheme with Regis Resources (ASX:RRL), based on the last closing price of Regis shares of AU$6.63 on July 3, and an almost 16% premium to the closing price of Vault shares on the same date.
The consideration under the Genesis proposal comprises 0.7629 new Genesis ordinary shares plus AU$0.475 in cash for every Vault share held, with Genesis to provide a mix and match facility enabling Vault shareholders to elect to receive more or less cash or scrip, subject to maximum aggregate cash and scrip consideration of about AU$500 million and about 803.4 million Genesis ordinary shares respectively, the filing added.
Vault has notified Regis that it considers the Genesis proposal to be a "superior" proposal under the Regis scheme implementation deed(SID), with a five business day matching right period having commenced and set to expire on Friday, it added.
Regis said that it is considering its position under the SID, according to the company's Monday Australian bourse filing.
Vault Minerals shares rose almost 11% in recent Monday trade, while Genesis Minerals shares fell almost 7%. Regis Resources' shares added over 1%.