Transaction highlights
- The consideration of AUS$0.25 in cash and 0.6957 new Ramelius shares for each Spartan share implies a value of AUS$1.78 per Spartan share and a fully-diluted equity value for Spartan of approximately AUS$2.4 billion, and represents a premium of: 11.3% to Spartan’s last closing price of AUS$1.60 on 14 March 2025; and 27.5% to Spartan’s 30-day volume weighted average price (VWAP) of AUS$1.40.
- Spartan shareholders (excluding Ramelius which has an existing 19.9% shareholding in Spartan) to own 39.5% of pro-forma shares outstanding of the enlarged Ramelius (Combined Group) if the Scheme is implemented or Ramelius acquires full ownership of Spartan under the Takeover Offer.
- The Spartan Board has unanimously recommended that Spartan shareholders support the Transaction by voting in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Spartan shareholders and that the Takeover Offer is fair and reasonable.
- Spartan Executive Chairman Simon Lawson to join the Ramelius Board as Non-Executive Deputy Chair, and Deanna Carpenter to join as a Non-Executive Director, upon successful completion of the Scheme or Takeover Offer.
Ramelius’ Managing Director, Mark Zeptner, said:
“Ramelius is delighted to be combining with Spartan, which will see Ramelius’ Mt Magnet Production Hub supercharged by the integration of Spartan’s high-grade Dalgaranga Mineral Resource. The combination will see Mt Magnet deliver higher ounces, at higher grade, with higher margins. With the Spartan Effect, Ramelius has a vision for the Combined Group to be a +500 koz/y producer in FY30.
“In addition to the incredible production potential combining these two companies delivers, we are also excited to see what the ongoing exploration efforts at Dalgaranga can deliver for the benefit of the Combined Group’s shareholders.”
Spartan’s Executive Chairman, Simon Lawson, added:
“This is highly attractive and transformational combination which we believe represents a great outcome for Spartan shareholders. The Combined Group will be positioned as a leading mid-tier ASX-listed gold producer with an enviable and robust growth pipeline, including a significantly de-risked development pathway for Dalgaranga underpinned by Ramelius’ robust balance sheet, strong cash generation and development expertise.”