MACARTHUR Coal says it cannot take US-based Peabody Energy's $3.5 billion takeover bid seriously because it is neither binding nor definitive.
Macarthur yesterday rebuffed the proposal, Peabody's second indicative offer, as inadequate.
It will instead pursue a takeover of smaller coal mining rival Gloucester Coal Ltd and an associated transaction with the target's largest shareholder Noble Group.
Macarthur also on Wednesday rejected Peabody's request for Macarthur to defer its shareholder meeting on April 12 to vote on the Gloucester/Noble deals.
Shares in Gloucester, which has backed Macarthur's takeover, soared 25 per cent on Wednesday and were up 23 cents, or 1.97 per cent, at $11.93 at 12.24pm AEST.
Macarthur shares were up nine cents at $14.40, exceeding Peabody's improved $14 per share bid, which is conditional on the Gloucester deal not proceeding.
Start of sidebar. Skip to end of sidebar.
End of sidebar. Return to start of sidebar.
"The Macarthur board does not believe the current Peabody proposal is capable of being a superior proposal to the Gloucester and Middlemount (Noble) transactions," Macarthur said.
"Macarthur is therefore not permitted under its bid implementation agreement with Gloucester to engage with Peabody on the basis of this proposal.
"There is no binding nor definitive proposal from Peabody which would be capable of consideration by shareholders and no offer has been made by Peabody direct to the Macarthur shareholders.
"Peabody has had significant time to formulate and make a definitive proposal and has failed to do so.
"Peabody simply stated its confidence in being able to finance the transaction, rather than providing any definitive confirmation of funds being available.
"Macarthur does not believe the revised indicative proposal could reasonably be a superior proposal and is therefore not permitted to engage with Peabody in relation to it."
Peabody today complained to the Takeovers Panel about Macarthur's handling of its revised bid.
Peabody alleged that Macarthur failed to provide its shareholders with additional information regarding the improved proposal, and asked the Takeovers Panel to issue an order postponing next Monday's meeting of Macarthur shareholders.
Peabody said the information Macarthur failed to provide to shareholders included updated information in relation to the Gloucester/Noble transactions that took into account the revised Peabody proposal.
Peabody said the failure to provide the information prevented Macarthur shareholders from comparing the relative merits of the Peabody bid against the proposed Gloucester/Noble deal.
The St Louis-based company wants Macarthur to make additional disclosures including an updated independent expert's report in relation to the Gloucester/Noble transactions.
It also called for the meeting to be postponed to a date that is not less than 10 business days after the date on which Macarthur dispatches the additional information.
The Takeovers Panel said it had not yet decided whether to conduct proceedings further to Peabody's application.
Peabody tries to delay Macarthur meetingToyota shareholders sue over falling stock prices
