MAC Faces Delisting Risk as Harmony Gold Acquisition Awaits Shareholder Approval

Background and Transaction Overview

MAC Copper Limited (ASX – MAC; NYSE – MTAL) announced that the Royal Court of Jersey has ordered shareholder meetings to consider a proposed acquisition by Harmony Gold (Australia) Pty Ltd. The acquisition is structured as a Jersey law scheme of arrangement, offering MAC shareholders US$12.25 per share in cash, representing a premium of approximately 32% to recent trading prices. This values MAC’s equity at around US$1.03 billion and enterprise value at approximately US$1.52 billion.

The transaction requires approval at a Court Meeting and a General Meeting scheduled for 29 August 2025, followed by court sanction. The MAC Board unanimously recommends the scheme in the absence of a superior proposal, with directors intending to vote their combined 2.44% shareholding in favor.

Strategic Rationale and Financing

Harmony Gold’s acquisition aligns with its strategy to expand as a global gold and copper producer. The CSA Copper Mine, MAC’s core asset located near Cobar, New South Wales, is one of Australia’s highest-grade copper mines, producing over 40,000 tonnes of copper annually. Harmony plans to build on MAC’s operational improvements and ramp up production towards the mill’s nameplate capacity of 1.7 million tonnes per annum.

Harmony intends to fund the acquisition through existing cash reserves and a fully underwritten US$1.25 billion bridge facility. The transaction also involves restructuring MAC’s financing arrangements, including amendments to streaming agreements with OR Royalties and royalty agreements with Glencore. Contingent payments of up to US$150 million to Glencore are part of the acquisition terms, triggered by copper price thresholds.

Implications for Shareholders and Market

If approved and implemented, MAC will become a wholly owned subsidiary of Harmony and will be delisted from the NYSE and ASX. MAC CDI holders will receive the Australian dollar equivalent of the scheme consideration, subject to currency conversion risks. The MAC Board highlights ongoing risks if the scheme does not proceed, including exposure to commodity price volatility, operational risks at the CSA Copper Mine, and potential declines in share price.

Shareholders are encouraged to participate in the upcoming meetings, with proxy forms and voting instructions provided. The scheme circular contains detailed information on the transaction, risks, and tax implications. MAC CDI holders must instruct the CHESS Depositary Nominees Pty Limited on how to vote their underlying shares.

Next Steps and Outlook

The scheme’s effectiveness is subject to satisfying various conditions, including regulatory approvals from the Australian Foreign Investment Review Board and the South African Reserve Bank. The court sanction hearing is provisionally scheduled for 9 October 2025. The transaction represents a significant consolidation in the copper mining sector, with Harmony expanding its footprint in stable jurisdictions critical to the global energy transition.