The billionaire founders of ENRC (ENRC.L) are close to finalizing a buyout bid for the London-listed Kazakh miner, valuing the troubled group at just over 3 billion pounds ($4.7 billion), below the value of a tentative proposal made in May.
ENRC's co-founders - Alexander Machkevitch, Alijan Ibragimov and Patokh Chodiev - and Kazakhstan's government are seeking to acquire the roughly 46 percent of ENRC which they do not already control, offering cash plus the government's shareholding in Kazakh mining rival Kazakhmys (KAZ.L), also listed in London.
The founders want to take the group private after more than five years of bitter boardroom battles, corruption probes and an acquisition spree that left $5 billion of debt.
In a statement on Sunday, a day ahead of the deadline for making a firm offer, the bidding consortium said it was "in the advanced stages" of preparing an offer worth $2.65 in cash and 0.23 shares in rival Kazakhmys (KAZ.L) for every ENRC share.
The offer is virtually unchanged in structure from an indicative proposal first made in May, but due to a drop in the Kazakhmys share price it is ultimately worth less for each ENRC share. At Friday's closing price and exchange rate, the offer values each ENRC share at 234.3 pence, down from the 253 pence value of May's offer, using Kazakhmys share values at the time.
ENRC's share price closed trading on Friday at 216.9 pence.
A bid at current levels will prove difficult for both ENRC's independent board members, who face the prospect of bidders who already hold more than 50 percent of the shares, and for Kazakhmys, whose shares are being used as currency by the government, but which is also ENRC's top shareholder.
Kazakhmys has a 26 percent stake in ENRC - a hangover from a failed takeover attempt before the miner listed.
As reported by Reuters on Friday, Kazakhmys's approval of the proposal has been set as a pre-condition. That means that though Kazakhmys's final backing will need to be sanctioned by its shareholders, an indication of conditional support no later than Monday will be key to whether or not an offer is made.
Kazakhmys, which has long sought to resolve the problem of having a large stake in ENRC, said last month it could back an offer. Sources familiar with the matter said then that it supported the structure of a cash-and-share proposal, which would give it around $890 million of cash for Kazakhmys as well as 77 million of its own shares.
It would also lift Kazakhmys's free float of readily tradeable shares, while removing the government as a key shareholder.
Kazakhmys declined to comment on Sunday.
No one representing the committee of independent board members of ENRC was immediately available for comment.