RED - Ramification of MCC Acquisition
Ramifications of MCC Acquisition
The announcement yesterday of RED acquiring Merrill Crowe Corporation (“MCC”) is one of THE greatest milestones achieved by RED over the past 12 months IMO. Whilst the broader market may not appreciate the subtleties of the acquisition, the ramifications are far-reaching and extremely positive:
1. Until this transaction occurred RED was not the registered owner of the Siana MPSA with the Philippines Mines Department. It had held its interest via a legal contract with MCC, its joint venture partner up until the acquisition. NOW RED holds the registration of the Siana MPSA IN ITS OWN RIGHT (via the subsidiary MCC).
2. RED has made all (100%) cash contributions (exploration plus development and budgeted for 100% of future capex) assuming it will get 90% equity in Siana – now it owns 100% of Siana via its Philippine corporate structure.
3. The project financing probably required RED to be the primary sponsor for 100% of debt funds despite it only getting 90% of cash flows, now RED gets 100%. Thus now on the debt side of funding the development at Siana RED has much stronger repayment and debt servicing capability. IF the project finance before was ever in any doubt, this acquisition will remove that doubt, and its more likely now with reasonably enhanced commercial terms.
4. Previously RED held 80% of Mapawa, now due to the acquisition of MCC RED owns 100% of Mapawa, and similarly previously held its interest via the joint venture with MCC, but now holds direct ownership via MCC subsidiary.
These points will all be considered substantially more favourable by banks wanting to fund the Siana development via the debt, and will similarly considerably enhance its attractiveness for investment by institutions otherwise concerned about ultimate ownership of Siana and Mapawa.
These changes will have a profound positive affect on RED for the future of mining activities as well, being its own boss in terms of how it develops the operations at Siana on a professional basis, without any interference from what otherwise would have been a joint venture partner (who has had no previous mining experience whatsoever).
Is the Acquisition Price Fair or Dilutionary?
I have looked at a number of differing gold price scenarios on a pre- and post-acquisition basis (in the range of US$1,000 – US$1,200, currency exchange rates $0.87 – $0.935) and can confirm that the acquisition price for just Siana alone at the increased equity is commercially more attractive to RED5 and the other shareholders of RED (each scenario provides an increase in NPV for RED), thus the acquisition is NOT DILUTIONARY.
IF Mapawa has any value attributed to it (currently no value is assigned in broker valuations of any significance) then the acquisition is a considerable plus, bearing in mind that its equity increases from 80% to 100% to RED.
IMO the only thing that has held RED back from achieving its indicated NPV for Siana has been the outstanding issues remaining to confirm development of the project. This announcement today removes the majority of that doubt about development, and yesterdays slightly positive share price move suggests it is likely to move further towards indicated NPV value. Based on the current gold price of US1,150 and $0.925 exchange rate, and with the changes in shares plus cash involved Siana value to RED share price equates to, based on 10% discount rate:-
33.5 cps
At the time of first production RED should trade ABOVE the indicated NPV valuation! (This happens to ALL gold producers with long life, low cost operations).
IF Mapawa shows promise, then value assigned to it will increase RED valuation beyond the indicated NPV valuation (of 33.5 cps currently).
Thus the acquisition announced yesterday is very a very positive one, with a very acceptable cost to RED and removes any doubt about future development of Siana.
The ultimate owner of the 40 million shares clearly is another issue to be considered, but the fact that there are escrow provisions to the shares limits any immediate downward (ie selling)pressure on the share price, and clearly at a time when RED remains severely discounted to its DCF valuation, is unlikely to present any significant risk at this time or the intervening period up to production (or a significant re-rating in share price, whichever is the earliest event).