Oz Minerals Received Raised Offer of A$28.25/Share From BHP Group

BHP has submitted a revised non-binding indicative proposal to the Board of OZ Minerals Limited (OZL) to acquire 100% of OZL by way of a scheme of arrangement for a cash price of A$28.25 per OZL share (the Revised Proposal). This offer price represents the best and final price BHP is willing to offer under the Revised Proposal, in the absence of a competing proposal. The OZL Board has confirmed to BHP that it intends to unanimously recommend the Revised Proposal to OZL shareholders as being in the best interests of OZL shareholders in the absence of a superior proposal subject to the parties entering into a binding scheme implementation agreement (SIA) following completion of BHP’s confirmatory due diligence and an independent expert concluding that the Revised Proposal is in the best interests of OZL shareholders. The Revised Proposal price of A$28.25 per share corresponds to an enterprise value of A$9.6 billion1 for OZL and represents a significant and attractive premium of: • 49.3% to OZL’s closing price of A$18.92 per share on 5 August 2022, being the last trading day prior to the initial proposal by BHP; • 59.8% to OZL’s 30-day VWAP of A$17.67 per share up to and including 5 August; and • a 13.0% increase to BHP’s original offer price of A$25.00 per share. OZL may pay a franked dividend to OZL shareholders prior to the transaction being implemented. The cash consideration price under the Revised Proposal will be reduced by the cash component of any dividends or return of capital paid by OZL before the date of the implementation of the Revised Proposal. BHP has entered into a Confidentiality and Exclusivity Deed with OZL in relation to the Revised Proposal. Under the Confidentiality and Exclusivity Deed, OZL has granted BHP 4 weeks to undertake exclusive confirmatory due diligence and negotiate a binding SIA reflecting the key terms of the Revised Proposal. The 4 week period is expected to commence on or around Monday 21 November 2022.