Noble - No more weakness

By ANGELA TAN 

Singapore-listed Noble Group said on Monday that US Peabody Energy Corp's A$3.3 billion unsolicited takeover bid for Australian coal miner, Macarthur Coal Ltd, is 'opportunistic and crafty'.
Peabody's offer is predicated on the Gloucester-Macarthur merger not taking place.
Macarthur has made a A$1.2 billion takeover over Gloucester Coal, which is 87.7 per cent owned by Noble. Under this plan, Macarthur will also buy Noble's 25 per cent share in the Middlemount joint venture, lowering Macarthur's reliance on clogged infrastructure in Queensland.

In a release peppered with humour, Hong Kong-based Noble appears upset at having to draft the release which interrupted its long weekend holiday. Hong Kong is closed on Monday and Tuesday for Easter and Ching Ming.

It said it is mulling its options.

'Life was great until a few days ago when, instead of jumping on their horses, the Americans charged into town on a Gulfstream jet for the afternoon and plunked a bid down that was a great deal for them, and not, in our view, anywhere near what was already on the table. Hats off to them for being opportunistic and crafty; it ruined our Easter weekend,' Noble said.

Noble could poison Peabody's proposed takeover by exercising its option to increase its share of the Middlemount mine to 50 per cent, giving Noble the right to sell 100 per cent of the output for the life of the mine.

'What will they do if we also review our rights under the Monto project and act to protect our investment? For them, this transaction would make a Porcupine seem well-shaven,' Noble said.
On February 26, 2008, Noble signed a share sale agreement under which it will buy, through its wholly owned subsidiary Paway Limited, a 19.61% interest in Monto Coal Pty Ltd, a wholly-owned subsidiary of Macarthur Coal Limited).

Monto Coal holds 51 per cent interest in the Monto Coal joint venture which owns the Monto Coal project.

The A$48.5 million purchase was first announced on December 10, 2007.

The Monto Coal project is close to port and rail facilities and is one of the few remaining undeveloped significant thermal coal resources in Queensland, Australia.

Noble said the merger between Gloucester and Macarthur had already been carefully considered over a substantial period of time by the boards of both companies and had been unanimously supported and recommended to Macarthur's shareholders at a vote to take place on April 12, 2010.

It said the deal was also 'crafted to give all shareholders who had patiently held the various shares involved the right to ride along and enjoy any potential upside'.

Macarthur is issuing Noble with the shares in return for Noble's 87.7 per cent stake in Gloucester and Noble's share of the Middlemount coal project.