- MAC Copper Limited (MTAL, MAC) has entered into a binding scheme with Harmony Gold Mining (HMY, HAR) for a full acquisition.
- MAC shareholders to receive $12.25 per share, valuing the deal at approximately $1.03 billion.
- The MAC board unanimously recommends the Scheme in the absence of a superior proposal.
MAC Copper Limited (MTAL, ASX:MAC) has entered into a binding scheme implementation deed with Harmony Gold Mining Company Limited (HMY) and its subsidiary, Harmony Gold (Australia) Pty Ltd. According to the agreement, Harmony Australia will acquire 100% of the issued share capital in MAC through a Jersey law scheme of arrangement, with MAC shareholders receiving $12.25 per share in cash.
This transaction implies a fully diluted equity value for MAC of approximately $1.03 billion. The offer represents a 32.1% premium to the 30-day volume weighted average price of $9.28 per MAC share on the NYSE, and a 20.7% premium to the last closing price of $10.15 per MAC share. On the Australian Stock Exchange (ASX), the premium is 32.8% and 22.1% on the same bases, respectively.
The MAC board has unanimously recommended that shareholders vote in favor of the scheme, given the absence of a superior proposal. Key shareholders controlling 20.1% of MAC shares have also pledged their support. These include Fourth Sail Group, Osisko, Sprott Private Resource Lending II, Victor Smorgon Group, and BEP Special Situations VI LLC.
The Scheme is subject to limited conditions, including regulatory approvals from the Australian Foreign Investment Review Board and the South African Reserve Bank. The Scheme does not require any financing or due diligence conditions as it will be funded by Harmony's existing cash reserves and committed debt funding.
MAC's CEO, Mick McMullen, emphasized that the transaction allows MAC shareholders to de-risk their investment at a premium price. The deal aligns with Harmony's ambition to expand its copper business in Australia, enhancing the operational quality of the CSA Copper Mine and benefiting the Cobar community.
A Scheme meeting is expected to be held in the fourth quarter of 2025 to obtain MAC shareholder approval. Further details will be provided in a Scheme circular to be dispatched in September 2025.
