Astral Resources NL (ASX: AAR) (Astral or the Company) refers to its off market takeover bid to acquire all of the ordinary shares of Maximus Resources Limited (ASX:MXR) (Maximus) (Offer) it does not already own on the basis of one (1) Astral share for every two (2) Maximus shares held pursuant to the Bidder’s Statement dated 3 February 2025 (Bidder’s Statement). The Offer is unconditional and will close at 7pm (AEDT) on Friday, 21 March 2025 (unless further extended).
HIGHLIGHTS
The Offer consideration has been declared best and final, and will not be increased
The Offer will close at 7pm (AEDT) on Friday, 21 March 2025 (unless further extended)
The Offer is unconditional and Astral has accelerated payment terms
Astral has majority control of Maximus with voting power of 81.67% as at 14 March 2025
With Astral’s ownership of Maximus now exceeding 80%, Maximus shareholders may now be eligible for rollover tax relief
Offer declared best and final as to consideration
Astral declares its Offer of 1 Astral share for every 2 Maximus shares best and final as to consideration. There will be no increase in the number of Astral shares offered under the Offer.
Accelerated payment terms
On 24 February 2025, Astral announced that payment terms for validly accepting Maximus shareholders had been accelerated such that Maximus shareholders who have yet to validly accept the Offer will be issued their Astral Shares within 10 Business Days of their acceptance being processed in accordance with the terms of the Offer.
Minority Maximus shareholders – Liquidity and valuation risk
Maximus shareholders who do not accept the Offer prior to its close will not receive the consideration under the Offer, unless Astral is entitled to proceed to compulsory acquisition (in which case they will receive the consideration, but at a later date than if they accepted the Offer).
Maximus shareholders should be aware that, if Astral is NOT entitled to proceed to compulsory acquisition (e.g. if Astral does not acquire more than 90% voting power in Maximus), and Maximus continues to be listed on the ASX following the Offer, then the decrease in the number of Maximus shares available for trading may have a material adverse impact on their liquidity and valuation. Furthermore, depending on the level of acceptances received and other considerations, Maximus may apply to de-list from the ASX, in which case it may become more difficult and expensive for Maximus shareholders to sell their shares.
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