Terms of the Deal: Premium Price, Heavyweight Lawyers
Under the agreement, Adriatic shareholders will receive 93 pence in cash and 0.1590 new Dundee shares per share, equating to 268 pence per share—a 50.5% premium on Adriatic’s closing price of 178 pence on May 19, just before merger talks became public.
The deal has attracted heavyweight legal advisors from across three continents:
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Dundee is represented by Bryan Cave Leighton Paisner LLP (UK), Cassels Brock & Blackwell LLP (Canada), and Gilbert + Tobin (Australia).
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Adriatic is guided by Herbert Smith Freehills Kramer LLP in the UK and Australia, and Stikeman Elliott LLP in Canada.
The acquisition will be executed via a court-sanctioned scheme of arrangement and requires 75% shareholder approval. So far, Dundee has secured written support from investors representing 37.23% of Adriatic’s shares.
Regulatory Hurdles Before Year-End Close
Before the deal is sealed, it must clear a gauntlet of approvals, including:
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Consent from the Financial Conduct Authority, the Takeover Code, and the London Stock Exchange
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Green lights from the Toronto and Australian stock exchanges
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Unconditional approval from the Bosnian Competition Council
Dundee expects the transaction to close by December, pending the successful navigation of these regulatory checkpoints.
