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The Deal: ENRC Directors Slam Founders' Offer

NEW YORK ( The Deal) -- Eurasian Natural Resources Corp. (ENRC) warned minority shareholders they are being short-changed by a cash-and-share bid of about £3.1 billion ($4.8 billion) from the group's founders but said that investors may still have to accept the bid or risk being stranded in an unlisted and illiquid company.

Independent board members charged with assessing the bid for the London-listed mining company said Wednesday they could not recommend the offer of about 240.9 pence per share but admitted they were powerless to stop a bid that is backed by key shareholders with about 80% of the company.

"The independent committee believes that the offer materially undervalues ENRC and is, therefore, not capable of recommendation," the committee noted in a letter to shareholders. "However, given the risks and uncertainties ... the independent committee has concluded that relevant ENRC shareholders should seriously consider the offer."

ENRC is the world's largest producer of chrome, Kazakhstan's largest iron ore producer and the world's No. 9 producer of alumina. On Wednesday, it posted EBITDA of $944 million for the first half of 2013 from sales of $3.21 billion, down 17% and 1% respectively, year-on-year.

A consortium of Kazakhstan's State Property and Privatization Committee and three ENRC founders, Alexander Machkevitch, Alijan Ibragimov and Patokh Chodiev, are offering $2.65 in cash and 0.23 of a share in another mining company, Kazakhmys, for each ENRC share. The consortium, which made its offer on June 24, owns 53.9% of ENRC.

Shareholders in Kazakhmys, which is also listed on the London exchange and is the largest single investor in ENRC, with a 26% stake, voted on Aug. 2 to accept the offer. That support means that the consortium has secured 79.9% of ENRC, breaching a 75% mark that gives it effective control of the company. It also means it has enough shares to pursue its goal of cancelling ENRC's London listing. ENRC's independent committee said that the delisting was almost inevitable. It had "explored the possibility of generating viable alternatives to the offer," but found no other options and noted that the consortium would have the power to block any such proposal.

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