This price represents a 34% premium to the price of Macarthur shares to be issued to Noble Group as part of the transactions with Gloucester and Noble.
Under Peabody’s proposal, Macarthur’s three largest shareholders would be offered the alternative of retaining their existing interest in Macarthur. The proposal contemplates a scheme of arrangement being put by Macarthur to its shareholders for approval, which would result in Macarthur being privatized and operated and controlled by Peabody.
The proposal is conditional upon Macarthur’s current offer to acquire Gloucester Coal and the associated Noble transactions not proceeding, and any transaction will be subject to regulatory approvals and other customary conditions.
The company believes that there is a strong strategic rationale for a combination of Macarthur’s operating assets and project pipeline with Peabody’s growing Australian platform of metallurgical and thermal coal production.
Peabody remains open to engaging with the Macarthur board to progress its proposal. Peabody has initiated discussions with Macarthur’s three largest shareholders and those discussions are continuing.
On December 22, 2009, Macarthur had revealed an offer to acquire all of the issued shares of Gloucester Coal. Noble is a shareholder of Gloucester, holding 87.7% of Gloucester shares. Noble had stated that if it accepts the Gloucester offer, it will receive Macarthur shares and not cash.
On January 29, 2010, Macarthur also said that it has entered into other conditional agreements with Noble. Under all of these transactions, Noble would acquire up to 24.6% of Macarthur.
