お知らせ • Sep 05
ACG Acquisition Company Limited (LSE:ACG) completed the acquisition of Gediktepe Mine in Türkiye from Lidya Madencilik San. ve Tic. A.S.
ACG Acquisition Company Limited (LSE:ACG) agreed to acquire Gediktepe Mine in Türkiye from Lidya Madencilik San. ve Tic. A.S. for approximately $120 million on July 18, 2024. Gediktepe is a polymetallic mining operation, currently producing gold and silver with robust cash flows from an existing oxide operation. Copper and zinc production to commence in 2026 following a fully funded $145 million sulphide expansion project. ACG has received commitments and term sheets providing 100% of the required funding for the upfront transaction consideration and sulphide expansion project capex. This includes, among other sources of financing, senior debt and equity of $135 million from a leading global mining private equity fund, mezzanine debt and equity of up to $25 million from Traxys Europe SA, and additional equity of $60.0 million from a group of investors led by ACG's co-sponsors and a leading European family office. Lidya will also become ACG's strategic industrial partner acquiring a 30% shareholding in ACG upon completion, along with the right to appoint a director to ACG's Board. The $290 million transaction value consists of: A cash payment of $100 million to Lidya at closing; A 30% shareholding in ACG to Lidya upon completion of the transaction, valued at approximately $37 million; Funding of the $145 million sulphide expansion project; Transaction costs and working capital of approximately $8 million and it was funded by The issuance of 30% of ACG shares to Lidya, valued at approximately $37 million; $40 million in gold prepayments; $110 million of senior debt; $22.5 million of mezzanine debt and $13 million of cash flows from the existing oxide operation. Post completion of the acquisition, the newly listed company, to be called ACG Metals, will be a leading London-listed miner of copper, which it notes will play a central role in the long-term energy transition from fossil fuels. The Board of Directors of ACG ("the Board") has unanimously approved the Transaction and the Board intends to recommend that ACG's existing public shareholders vote in favour of the Transaction. The closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the approval of the Acquisition by a general meeting of ACG's shareholders, antitrust and mining permit clearances in Türkiye, and the re-admission of all the class A ordinary shares and the warrants of the Enlarged Group to listing, effective as of the closing date of the Transaction. Following approval by the Financial Conduct Authority ("FCA") of a prospectus containing further details regarding the Acquisition, ACG intends to convene a general meeting of its public shareholders for purposes of considering the Acquisition. The acquisition has a long stop date of August 31, 2024 and the acquisition is expected to be completed before such date. If the Acquisition has not been completed by the long stop date, either party may terminate the Acquisition agreement. As of August 7, 2024, The Board of ACG Acquisition Company unanimously approved of all resolutions. As on August 20, 2024, ACG states that the acquisition plan has been approved by shareholders through written resolutions. As of August 27, 2024, Cash consideration has been reduced to $85 million, subject to a working capital adjustment, from $100 million. As of August 29, 2024, the upfront cash consideration for the acquisition has been reduced from $85 million to $84 million by virtue of a reduction in the target working capital by a further $1 million. The closing of the acquisition is expected on August 29, 2024, and Re-Admission is expected to occur on August 30, 2024.
Stifel Nicolaus Europe Limited is acting as capital markets advisor to ACG. Maxit Capital LP is acting as financial advisor to ACG. Cleary Gottlieb Steen & Hamilton LLP and Paksoy Ortak Avukat Bürosu are acting as legal advisors to ACG. Hatch Ltd is acting as technical, environmental and social advisor to ACG. AMC Consultants is acting as competent person. Davis Polk & Wardwell London LLP is acting as legal advisor to Stifel Nicolaus Europe Limited.
ACG Acquisition Company Limited (LSE:ACG) completed the acquisition of Gediktepe Mine in Türkiye from Lidya Madencilik San. ve Tic. A.S. on September 3, 2024.