Kazakhmys minority shareholders okay buyout of ENRC

LONDON Fri Aug 2, 2013 6:57am EDT

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LONDON (Reuters) - Minority shareholders in mining group Kazakhmys (KAZ.L), the largest single investor in ENRC ENRC.L, voted on Friday in favor of a $4.6 billion buyout of its troubled rival, paving the way for the group's founders to take it private.

Almost 99 percent of Kazakhmys voting shareholders backed the ENRC buyout bid - a deal which ends ENRC's almost six-year London listing and a period marred by corruption investigations, governance concerns and boardroom rows.

Kazakhmys, which has been trying for years to deal with its problematic 26 percent stake in ENRC, said on Friday after a brief shareholder meeting that 98.7 percent of voting shareholders had approved the offer.

The bidders, ENRC's three founders and the Kazakh government, already own almost 54 percent of ENRC, meaning support from Kazakhmys now gives them control of more than 75-percent of ENRC, all but securing a deal.

Two of Kazakhmys's largest shareholders, former chairman Vladimir Kim and Chief Executive Oleg Novachuk, had already given their backing to their own board's approval of the ENRC bid. But voting structures meant the deal needed to be supported by the majority of Kazakhmys minority investors.

Independent shareholders also supported a waiver for Kim, Novachuk and smaller shareholder Eduard Ogay, whose increased holdings as a result of the share portion of the deal would otherwise trigger a mandatory buyout of Kazakhmys.

The ENRC offer is in cash and the Kazakh government's shares in Kazakhmys.

The bidders are offering $2.65 in cash plus 0.230 Kazakhmys shares for every ENRC share held, or just over 237 pence a share at Thursday's closing price. ENRC stock is trading around 223p.

Kazakhmys will get $887 million in cash and 77 million shares as a result of the deal, boosting its finances at a time when it is developing mines. The shares will be canceled.

ENRC shares were flat after the vote, but Kazakhmys shares dipped on the news and were down 1.6 percent by 1030 GMT.

Analysts at Morgan Stanley said they welcomed the expected approval by Kazakhmys shareholders, and reiterated concerns around efforts to keep down costs at the copper miner.

"We view favorably the approval of the ENRC offer and believe that the sale proceeds will provide much-needed strength to Kazakhmys' balance sheet and free a sizeable portion of the company's capital employed, where management had limited influence," they said.

(Reporting by Clara Ferreira-Marques; Editing by Louise Ireland)

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