Monday, July 5, 2010

Centennial Announces Recommended 100% Takeover Offer From Banpu at A$6.20 Cash per Share


Summary

• Recommended all cash takeover offer (the “Offer”) at A$6.20 cash per share for all Centennial Coal Company Limited (“Centennial”) shares not already owned or controlled by Banpu Public Company Limited (“Banpu Plc”). Banpu Plc will use a wholly owned subsidiary Banpu Minerals (Singapore) Pte Ltd (“Banpu”) to make the Offer.

• Centennial Directors unanimously recommend Centennial’s shareholders accept the Offer in the absence of a Superior Proposal and subject to an independent expert finding that the Offer is fair and reasonable to Centennial shareholders.

• The Offer price represents a 55% premium to the closing price on 5 May 2010, being the day prior to Banpu Plc announcing it had acquired a relevant interest in 14.9% of the shares in Centennial.


Takeover Offer for Centennial 

The Board of Centennial today announced that it had entered into a Bid Implementation Agreement (“BIA”) with Banpu, pursuant to which Banpu has agreed to make an all cash off-market takeover bid at A$6.20 per share for all of the Centennial shares not already owned or controlled by Banpu Plc.

The Offer price of A$6.20 per share values the fully diluted equity in Centennial at approximately A$2.5 billion. Banpu Plc currently owns or controls 19.9% of the shares in Centennial.

The Offer price of A$6.20 per Centennial share represents a premium of:


• 40% to the closing price of $4.42 on 2 July 2010, being the last day of trading prior to this announcement; and • 55% to the closing price of $3.99 on 5 May 2010, being the day prior to Banpu Plc announcing it had acquired a relevant interest of 14.9% in Centennial.

The Offer will be financed through a combination of Banpu Plc’s cash reserves and available capacity under new and existing credit facilities.

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