AWE Limited refers to its announcement on 31 January 2018 that it had commenced the matching rights process under the Mineral Resources Limited (MinRes) (ASX: MIN) Scheme Implementation Deed (SID), giving MinRes the opportunity to match the proposal received from Mitsui & Co., Ltd. (Mitsui) to acquire 100% of the shares in AWE for cash consideration of $0.95 per share, to be effected by way of an off market takeover bid for AWE (the Mitsui Takeover Bid).
Recommended Mitsui Takeover Bid

AWE advises that MinRes did not match the proposal from Mitsui within the time period specified in the MinRes SID. As the AWE Board has determined that the Mitsui Takeover Bid is superior to the MinRes Scheme proposal, the AWE Board has now withdrawn its recommendation of the MinRes Scheme, and unanimously recommends that AWE shareholders accept the Mitsui Takeover Bid at $0.95 per share, in the absence of a superior proposal and subject to the independent expert concluding that the Mitsui offer price is fair and reasonable1. Each of the AWE directors intends to accept, or procure the acceptance of, the Mitsui Takeover Bid in respect of all AWE shares that they own or control, again in the absence of a superior proposal and subject to the independent expert concluding that the offer price is fair and reasonable.
AWE has entered into a Bid Implementation Deed (BID) with Mitsui in respect of the Mitsui Takeover Bid, a copy of which is attached to this announcement. AWE will also now terminate the MinRes SID. Accordingly the MinRes Scheme will now not proceed.

Summary of the Mitsui Takeover Bid terms

The Mitsui offer price of $0.95 per share values AWE at a market capitalisation of $602 million2, and represents an attractive premium of:
 74.3% to AWE’s closing price of $0.545 per share on 29 November 2017, being the day prior to the disclosure that China Energy Reserve and Chemical Group Australia (CERCG Australia) had approached AWE with a proposal to acquire the company;
 74.0% to AWE’s 1-month VWAP of $0.546 per share up to and including 29 November 2017;
 14.5% to the $0.83 per share implied value of the MinRes scheme proposal (which is no longer proceeding); and
 30.1% premium to the $0.73 per share offered by CERCG Australia.

The Mitsui Takeover Bid is subject to a 50.1% minimum acceptance condition, and a limited number of other conditions, which are set out in full in schedule 2 of the Mitsui BID attached to this announcement. The Mitsui Takeover Bid is not subject to any regulatory approvals or financing conditions.
Commenting on the Mitsui Takeover Bid, AWE Chairman Mr Ken Williams said: “The Mitsui proposal, being all cash and pitched at a significant premium to the competing offers received by the AWE board, represented a superior value proposition. This is an excellent opportunity for shareholders to crystallise their investment in AWE at an attractive price”.
Mr David Biggs, AWE’s CEO and Managing Director added: “It is very satisfying to see the considerable value that we have created from our portfolio, particularly with the Waitsia Gas Project, recognised by such a high quality and respected organisation as Mitsui”.
Mitsui Bid Implementation Deed
As discussed above, AWE has entered into the attached Bid Implementation Deed with Mitsui in respect of the Mitsui Takeover Bid. In addition to setting out the agreed bid terms, the deed imposes certain requirements on AWE in respect of the offer, and certain restrictions on the conduct of AWE's business during the offer period. The deed also contains customary exclusivity provisions, and requires AWE to pay a break fee of $6 million in certain circumstances, including where any AWE director changes their recommendation to recommend a superior proposal.


It is expected that Mitsui will lodge its bidder's statement with ASX and ASIC on Friday 9 February 2018, and that Mitsui's offer will be despatched to AWE shareholders on or around Monday 12 February 2018. On that basis, AWE would send its target's statement, including the independent expert's report in connection with the offer, to AWE shareholders on or around 27 February 2018.