Mining giant BHP's proposed $9.6 billion takeover of Oz Minerals was overwhelmingly approved by shareholders at a meeting in Adelaide on Thursday, with 98.33 per cent of votes in favour.
The board of Oz Minerals had recommended shareholders accept the offer, which was initially rejected in August, before BHP upped the bid from $25 a share to $28.25 in December.
The offer price includes a special dividend of $1.75 to be paid by OZ Minerals to shareholders on May 2.
Thursday's vote coincided with a ramp-up in construction at Oz Minerals' $1.7 billion West Musgrave project, near Western Australia's border with South Australia and the Northern Territory.
The nickel and copper mine was green lit in September and is expected to create about 1,500 jobs during construction, and 400 once operational in the second half of 2025.
The West Musgrave project, 1,300 kilometres north-east of Perth in the remote Ngaanyatjarra Lands, is now coming full circle after it was sold by BHP in 2014 to Cassini Resources, which was acquired by Oz Minerals in 2020.
The return to BHP's portolio is well timed as the miner's Nickel West division, which include mines at Leinster in the northern Goldfields and the Kalgoorlie Nickel Smelter, has been positioning itself for a highly anticipated boom in battery metals over the next decade.
Corporate advisors Grant Samuel were engaged as independent experts and assessed the offer as "fair and reasonable", based on its valuation of Oz Minerals at between $27.37 and $30.47 a share.
Oz Minerals told the ASX after the meeting that 3,145 shareholders cast more than 188 million votes in favour of the takeover, which represented 98.33 per cent of the votes cast.
On the opposite side of the ledger, just 415 shareholders were opposed, which was equivalent to 1.67 per cent of the votes cast.
A majority of 75 per cent was needed for the resolution to pass.
BHP to retain workers
Oz Minerals chairperson Rebecca McGrath told the meeting there were no competing bids and the company was not in discussions with any other interested parties.
She fielded several questions from long-time shareholders, including one elderly man who said the sale would "ruin his life".
She said BHP had given assurances that the majority of Oz Minerals' workforce would be retained, particularly at its flagship Prominent Hill and Carrapateena mines in South Australia.
Both mines produce copper, gold and silver and are close to BHP's Olympic Dam operation.
"BHP has stated publicly that it intends to retain the vast majority of the people," she said.
"It also stated that it has a high regard for the culture and people of the company, as we have some very important operating assets here in South Australia and our projects in Western Australia and Brazil.
She said the safe, ongoing operation of those assets was paramount.
"BHP are currently in discussions with members of the senior management about opportunities for them in BHP, be that in South Australia or elsewhere in BHP, and during the next few weeks it will be in discussions with others who hold other roles within the company," she said.
"For the vast majority of people who work for Oz Minerals, it's an important milestone but it's important that we continue business as usual."
Offer 'very poor'
Shareholder John Hall told the meeting he considered the offer "very poor" when he saw "enormous growth" in the future for the commodities mined by Oz Minerals.
"Why are we selling when the future's looking so good" he said.
In response, Ms McGrath said the board had taken a long-term view, rather than basing its decision on the rising copper price, which had increased 17 per cent in Aussie dollars since August last year.
"Our role is to be stewards of the company and look at the long term, and we've certainly taken that into consideration when we considered this offer," she said.
"We considered it very carefully and there was an initial offer that was considerably lower which we rejected quite promptly.
"But after considering the options for the company, its growth prospects, the risks of being in a commodity market like copper, the risks inherent in the business that we do ... we felt this offer was compelling and that's why we have recommended it to you.
"It's not without very serious consideration, I can assure you."
Court approval last step
Oz Minerals, which posted a $207 million profit last year, was formed in 2008 by the merger of Australian companies Oxiana and Zinifex.
Thursday's meeting heard Oz Minerals managing director Andrew Cole, who was on a salary of $1.02 million last year plus incentives, would receive a $6 million cash payment for his entitlements as part of the takeover.
The final hurdle for the takeover is a hearing in the Federal Court of Australia in Melbourne on Monday next week.
If approved by the court, shares in Oz Minerals will be suspended from trading on the ASX from Tuesday.
Oz Minerals shares were up slightly in intraday trading on Thursday at $28.17, while BHP was off 0.5 per cent at $46.58.
