The Brief:
New Hope will acquire the rest of unlisted Malabar Resources in an all-scrip scheme with a $2.4bn enterprise value.
Johnson Winter Slattery acts for New Hope, with Allens for Malabar.
Ten years ago, Malabar Resources was worth less than $80m.
Now, New Hope Corporation is valuing it at $1.8bn.
The ASX-listed coal miner will buy the Malabar shares it doesn’t already own through an unlisted scheme. The deal adds to its ~26% stake and gives it full control of the Maxwell underground coal mine in NSW’s Hunter Valley.
The deal
Under the all-scrip scheme, Malabar shareholders will get 0.5 New Hope shares for each share held. That puts Malabar’s equity value at $1.8bn, or ~$2.4bn enterprise value including net debt.
Existing New Hope shareholders will own ~79% of the merged group, which will have a market cap of around $6.3bn.
The SID packs the usual “no shop”, “no talk” and “no due diligence” restrictions, plus a matching right. A ~$17m break fee applies both ways. Beyond Malabar shareholder and court approvals, the deal needs regulatory sign-off, including from the Japan Fair Trade Commission. Implementation is expected by March 2027.
It’s a big payday for Malabar’s backers. Veteran coal investor Tony Haggarty, who owns about 7%, will receive New Hope shares worth close to $119m. He’ll also join the New Hope board alongside Malabar executive chairman Wayne Seabrook.
Who’s acting
Johnson Winter Slattery is advising New Hope, led by corporate partner Damian Reichel. He’s supported by Scott Cummins, Stuart Clague, Richard Brockett, Sar Katdare, Mei Gong and Julia Green across corporate, energy, competition and planning.
Allens is acting for Malabar, led by partners Guy Alexander and Richard Malcolmson.
Source: Johnson Winter Slattery, New Hope Group, AFR