Centamin 'disappointed' at lack of engagement from Endeavour
Centamin updated shareholders on the unsolicited conditional proposal from Endeavour for a potential all-share combination on Wednesday, repeating its earlier guidance not to accept the offer.
The FTSE 250 company said that since it was approached by Endeavour in November, it had “repeatedly made clear” to Endeavour that it was willing to facilitate a reciprocal exchange of due diligence information to better assess the value to shareholders of the proposal.
To allow that exchange of information to take place, Centamin said it proposed that a non-disclosure agreement be executed.
It said Endeavour declined to enter into a non-disclosure agreement, and instead made a voluntary announcement which, under the City Code on Takeovers and Mergers, triggered an automatic and mandatory deadline of 31 December for Endeavour to either announce a firm intention to make an offer for Centamin or announce that it did not intend to make an offer.
On 10 December, the parties did execute a non-disclosure agreement, and the chairman of Centamin and chief executive officer of Endeavour met.
During that meeting on 14 December, Centamin said it was agreed that the parties would conduct reciprocal due diligence in order to fully assess the value to shareholders of the potential combination as a precursor to any further negotiations.
“Notwithstanding that the basis of engagement has been agreed and all preconditions to information flow in either direction, including a standstill having been satisfied, Endeavour has now indicated that it will not provide the information that Centamin has requested unless and until Centamin agrees to an extension of the PUSU deadline,” the Centamin board said in its statement.
“Without Endeavour providing information that is core to the assessment of value, such as its financial model, Centamin cannot properly assess the proposed combination.”
Centamin said it was “disappointed” that, despite its efforts at constructive engagement, Endeavour had “repeatedly refused to engage in a proper manner”.
It said the unsolicited approach from Endeavour had created an “intense period of uncertainty” for all of the company's stakeholders, adding it believed that Endeavour should, without further delay, enter into “substantive” reciprocal due diligence.
“The company will determine whether to seek an extension of the PUSU deadline following its review of any information forthcoming from Endeavour,” the board added.
“The board continues to advise shareholders to take no action in respect of Endeavour's proposal.”
At 0815 GMT, shares in Centamin were up 0.77% at 118.15p.