Risks Loom as New World’s Dual-Track Acquisition Faces Regulatory and Shareholder Hurdles
New World Resources has agreed to an enhanced acquisition proposal from Central Asia Metals, including increased cash consideration and a strategic A$10 million placement to accelerate project development.
- CAML raises offer price to A$0.053 per share, valuing New World at A$197 million
- Transaction includes both a Scheme of Arrangement and a parallel Takeover Offer
- CAML commits A$10 million interim funding via conditional share placement
- New World board unanimously recommends shareholder approval of the Scheme
- Deal subject to regulatory, shareholder, and court approvals with exclusivity provisions
Enhanced Acquisition Terms
New World Resources Limited (ASX, NWC) has announced a significant update to its proposed acquisition by Central Asia Metals Plc (LON, CAML). The revised proposal increases the cash consideration to A$0.053 per share, lifting the company’s valuation to approximately A$197 million. This represents a premium of over 100% relative to New World’s recent trading prices, underscoring CAML’s strong interest in securing full ownership.
Dual Transaction Structure
In a strategic move, CAML and New World have agreed to pursue the acquisition through two parallel mechanisms, a Scheme of Arrangement and an off-market Takeover Offer. Both offer the same price per share but differ in acceptance conditions, with the Takeover Offer requiring a minimum acceptance of 50.1%. This dual approach provides shareholders with multiple pathways to realise value, enhancing the likelihood of transaction completion.
Conditional Placement to Support Project Development
To support New World’s accelerated permitting timeline for its flagship Antler Copper Project in Arizona, CAML has committed to a conditional placement of approximately 188.7 million new shares at the offer price, injecting A$10 million in interim funding. This capital infusion is earmarked for meeting bonding requirements and securing key land parcels, enabling New World to maintain momentum ahead of the broader project financing anticipated post-acquisition.
Board Endorsement and Shareholder Implications
The New World board unanimously endorses the revised proposal, recommending shareholders vote in favour of the Scheme and, should it fail, accept the Takeover Offer. Directors have also committed to vote their shares accordingly, signaling strong internal confidence in the transaction’s benefits. The deal remains contingent on customary regulatory approvals, including US and North Macedonian clearances, court sanction, and the absence of superior competing proposals.
Looking Ahead
Shareholders can expect a comprehensive Transaction Booklet by mid-August 2025, which will include an Independent Expert’s Report assessing the fairness and reasonableness of the offer. The timeline anticipates key shareholder meetings and court hearings through September and October, setting the stage for a decisive conclusion to this transformative deal.
Bottom Line?
With enhanced terms and strategic funding in place, New World’s acquisition by CAML is poised to reshape its development trajectory, pending shareholder and regulatory green lights.
Questions in the middle?
- Will any competing proposals emerge during the 14-day exclusivity window?
- How will accelerated permitting impact the overall project timeline and financing?
- What are the implications if the Scheme fails and the Takeover Offer becomes the sole path forward?
