Energy Fuels has agreed to acquire Australian Strategic Materials (ASX:ASM) in a transaction that aims to create a near-term, Western-focused "mine to metal and alloy" rare earths champion, strengthening critical minerals supply chains outside China.
Under a binding scheme implementation deed, Energy Fuels will acquire 100% of ASM via a court-approved scheme of arrangement, with ASM shareholders to receive a total implied value of $1.60 per share.
The consideration comprises 0.053 Energy Fuels shares or CHESS Depositary Interests per ASM share, valued at an implied $1.47, plus an unfranked special dividend of up to $0.13 per share, subject to conditions.
The offer represents a substantial premium of around 121% to ASM’s last closing price of $0.725 on Jan. 20 and approximately 133% to its 30-day volume-weighted average price.
Energy Fuels has also agreed to acquire ASM's listed options under a concurrent option scheme, offering $0.50 in cash per option.
ASM's board has unanimously recommended the deal, with directors, including non-executive chair and largest shareholder Ian Gandel, intending to vote in favour in the absence of a superior proposal and subject to an independent expert's approval.
The transaction is expected to accelerate ASM's vertically integrated rare earths strategy by combining its assets with Energy Fuels' established processing capabilities, including the White Mesa Mill in the United States.
Following completion, ASM shareholders will gain exposure to a larger, better-capitalised group with diversified interests across uranium, rare earths and vanadium, aligned with the objectives of the US–Australia Critical Minerals Framework.