Bidder's Statement - Peabody Energy

ArcelorMittal nominees on the Macarthur Board intend to vote
in a manner consistent with the directions of the PEAMCoal
Board and, subject to their fiduciary and statutory duties, the
Peabody Energy and ArcelorMittal nominees will vote at the
Macarthur Board as a unified block. This board composition
is considered appropriate by Peabody and ArcelorMittal.
However, it will not comprise a majority of independent
directors and therefore not satisfy the ASX’s Corporate
Governance Principles; and
• PEAMCoal may, in some circumstances, where illiquidity and
the Listing Rules permit, seek to remove Macarthur’s listing on
the ASX.
It is possible that, even if PEAMCoal is not entitled to proceed
to compulsory acquisition of minority holdings after the end
of the Offer Period under Part 6A.1 of the Corporations Act, it
may subsequently become entitled to exercise rights of general
compulsory acquisition under Part 6A.2 of the Corporations Act;
for example, as a result of acquisitions of Shares in reliance on the
‘3% creep’ exception in item 9 of section 611 of the Corporations
Act. If so, it intends to exercise those rights; however, it reserves
the right not to do so.
For the avoidance of doubt, it is also intended to change the
financial year end of Macarthur, and to the extent permissible its
Subsidiaries, to 31 December.
(d) Employees
In the event Macarthur is a part owned subsidiary it would be
expected that there would be a greater need for Macarthur’s head
office function than if it was a wholly owned subsidiary.
(e) Other intentions
As noted above, as regards the other matters dealt with in
section 8.2, it is intended that those intentions will be pursued to
the maximum extent permitted by law, recognising that there are
limits on dealings between Macarthur and Peabody Energy and
ArcelorMittal as noted above.
8.5 Other intentions
Subject to the intentions described in this section 8 and elsewhere
in this Bidder’s Statement and, in particular, the completion and
outcome of the broad based review of Macarthur’s operations,
it is the intention of PEAMCoal, the PEAMCoal Directors and the
Relevant ArcelorMittal Directors, on the basis of the facts and
information concerning Macarthur that are known to each of them
and the existing circumstances affecting the assets and operations of
Macarthur at the date of this Bidder’s Statement, that:
• the business of Macarthur will be conducted in the same manner
as at the date of this Bidder’s Statement;
• there will be no redeployment of the fixed assets of
Macarthur; and
• the present employees of Macarthur will continue to be employed
by Macarthur.
8.6 Current intentions based on
current information
Those intentions have been formed on the basis of facts and
information concerning Macarthur, and the general business
environment, which are known at the time of preparing this Bidder’s
Statement. Final decisions will only be reached by PEAMCoal,
the PEAMCoal Directors, the Relevant ArcelorMittal Directors,
Peabody Energy and ArcelorMittal in light of material information
and circumstances at the relevant time. Accordingly, the statements
set out in this section are statements of current intention only and
accordingly may vary as new information becomes available or
circumstances change.
The articulation and formulation of the intentions are necessarily
limited due to the fact that PEAMCoal, Peabody Energy and
ArcelorMittal have only had access to publicly available information
and, for a short period of time, some non-public information, about
Macarthur and its affairs.
8.4 Intentions for Macarthur if not controlled
by PEAMCoal
The Offer is conditional on, amongst other things, PEAMCoal
acquiring a Relevant Interest in at least 50.01% of the Shares. While
PEAMCoal reserves its right to declare the Offer free of such condition
(or any other condition), there is no current intention to waive
the condition.
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