Investor Presentaiton
For personal use only
Transaction overview
NORTHERN STAR
Saracen
A compelling merger-of-equals with unique strategic merit and strong value-drivers
Transaction
structure
Consideration
and relative
shareholding
Board and
senior
management
Key conditions
and indicative
timing
•
Merger of Northern Star and Saracen, to be effected via a Saracen scheme of arrangement (Scheme) under which Northern Star will acquire
100% of the fully paid ordinary shares in Saracen
Unanimously recommended by the Saracen Board, subject to no superior proposal emerging for Saracen and the Independent Expert
concluding that the merger is in the best interests of Saracen shareholders
Unanimously endorsed and supported by the Northern Star Board subject to no superior proposal emerging
Reciprocal exclusivity arrangements (including 'no shop', 'no talk' and 'no due diligence' restrictions), customary exclusivity arrangements in
favour of Northern Star (including a matching right regime), and reciprocal break fees apply
Saracen shareholders to receive 0.3763 new fully paid ordinary shares in Northern Star for each Saracen share held
Post-completion of the Scheme, Saracen shareholders will own ~36.0% of the merged group while Northern Star shareholders will own ~64.0%
Merged group to continue as Northern Star Resources, based in Perth and trading on the ASX
The Board will comprise 5 directors from Northern Star and 4 directors from Saracen
Bill Beament to be Executive Chair of the merged group through transitional period, then Non-Executive Chair from 1 July 2021; Raleigh
Finlayson to be Managing Director; remaining management roles ensure the expertise is retained from both companies
Transaction is subject to approval by Saracen shareholders and the Supreme Court of WA, and other customary conditions
Scheme booklet expected to be dispatched to Saracen shareholders December 2020
Saracen scheme meeting: ~January 2021
Transaction completion: ~February 2021
Saracen shareholders will also be paid a special, fully franked dividend of A3.8¢ per Saracen share (subject to the Scheme becoming effective
and receipt of banking consents)
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