BHP and OZL Minerals Extend Exclusivity Period

RNS Number : 2410K

BHP Group Limited

20 December 2022

 

NEWS RELEASE

Release Time	IMMEDIATE
Date	20 December 2022
Release Number	40/22

BHP AND OZ MINERALS EXTEND EXCLUSIVITY PERIOD

BHP provides an update to its announcement on 18 November 2022 that confirmed BHP had entered into a Confidentiality and Exclusivity Deed with OZ Minerals Limited (OZL) in relation to BHP's revised non-binding indicative proposal to acquire 100% of OZL by way of a scheme of arrangement for a cash price of A$28.25 per OZL share (the Proposal). Under the Confidentiality and Exclusivity Deed, OZL granted BHP four weeks to undertake exclusive due diligence and negotiate a binding scheme implementation deed (SID).

In accordance with the terms of the Confidentiality and Exclusivity Deed, the exclusivity period has been extended for a further week until Tuesday 27 December 2022. This follows confirmation by BHP to OZL of completion of due diligence and the proposed cash price of A$28.25 per OZL share. The extension allows for finalisation and agreement of the binding SID.

The terms of any SID are subject to OZ Minerals Board approval and BHP Board approval. There is no guarantee that any transaction will eventuate or proceed at this stage.

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

Media Relations Email: [e-mail]		Investor Relations Email: [e-mail]
Australia and Asia Gabrielle Notley Tel: [phone]  Mobile: [phone] Europe, Middle East and Africa Neil Burrows Tel: [phone]  Mobile: [phone] Americas Renata Fernandaz Mobile: [phone]		Australia and Asia Dinesh Bishop Mobile: [phone] Europe, Middle East and Africa James Bell Tel: [phone] Mobile: [phone] Americas Monica Nettleton Mobile: [phone]
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Disclaimer and important notice

Forward-looking statements

This announcement may contain forward-looking statements, including statements regarding the Proposal and related transactions, such as the expected timing and benefits . Words such as 'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend', 'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will', 'should', 'seek' and other similar words or expressions identify forward-looking statements. Forward-looking statements are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks , uncertainties and other factors , including those associated with the industries in which BHP and OZL operate.  Many of these risks are beyond the control of BHP and its related bodies corporate and affiliates, and each of their respective directors, officers, employees, partners, consultants, contractors, agents, advisers and representatives. It is believed that the expectations reflected in forward-looking statements are reasonable, but they may be affected by a range of variables which could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by those forward-looking statements or any projections or assumptions on which those statements are based.

Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to: price fluctuations, actual demand, currency fluctuations, geotechnical factors, drilling and production results, development progress, operating results, engineering estimates, reserve estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial markets, conditions in various countries, approvals and cost estimates. Except as required by applicable regulations or law, BHP assumes no obligation, and does not undertake, to update any forward-looking statements or information regularly in part or whole.

Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate. Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. These statements may assume the success of the Proposal , OZL's operations or BHP's business strategies, the success of which may not be realised within the period for which the forward-looking statements may have been prepared, or at all. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this announcement. To the maximum extent permitted by law, none of BHP, its directors, employees, agents or advisers, nor any other person accepts any liability for any loss arising from the use of this announcement or its contents or otherwise arising in connection with it.

Limitation of information in relation to OZL

All information in this announcement in relation to OZL has been sourced from publicly available information in respect of OZL. BHP has conducted public due diligence in relation to the Proposal , but has not independently verified such information and, to the maximum extent permitted by law, makes no representation or warranty, expressed or implied, as to the fairness, accuracy, correctness, completeness or adequacy of any information relating to OZL. Receipt of additional or updated information may change any forward-looking statements concerning OZL in this announcement. OZL may have a different interpretation of the underlying data and release other information to the market.

No offer or solicitation

This communication relates to the Proposal . This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Proposal or otherwise, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The person responsible for arranging the release of this announcement on behalf of BHP is Stefanie Wilkinson, Group Company Secretary.

 

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