MELBOURNE (Reuters) - Shareholders in Australia's Aston Resources AZT.AX and Whitehaven Coal (WHC.AX) cleared the way on Monday for Whitehaven to take over Aston for $2.2 billion to create a big potential target for coal-hungry Asian buyers.
The deal comes ahead of Chinese miner Yanzhou Coal's (600188.SS)(1171.HK) takeover of Gloucester Coal GCL.AX, expected to be sealed by mid-year to create Australia's biggest listed coal miner.
Aston investors backed Whitehaven's offer of 1.89 of its shares for each Aston share after paying a special dividend of A$0.50 a share to existing Whitehaven shareholders, which valued Aston at A$10.40 a share based on Whitehaven's close last Friday.
Whitehaven's shareholders separately cleared the associated takeover of privately owned explorer Boardwalk Resources, which involves an issue of 85.89 million shares, worth about A$515 million, up front, plus more shares later if certain milestones are met.
The two deals together will make electrician-turned-mining magnate Nathan Tinkler, who founded Aston and controls Boardwalk, Whitehaven's biggest shareholder, with just under 20 percent of the expanded group.
The Boardwalk deal was controversial as Whitehaven's offer was well above an independent expert's valuation, but shareholders shrugged off the high price for the exploration assets to allow the Aston takeover to go ahead.
The combined Whitehaven and Aston is expected to generate up to A$775 million in savings, Whitehaven estimated, with most of the benefits coming from sharing of port and rail facilities and marketing opportunities from coal blending.
"The merger creates a company with significant synergies as well as a greater ability to attract top people, pursue growth opportunities and develop its pipeline of assets," Whitehaven Managing Director Tony Haggarty said in a statement.
With Aston in the fold, Whitehaven's production is expected to soar from 6 million metric tonnes a year in 2012 to 25 million metric tonnes by 2016 when about 60 percent of output will be coking coal for steel mills.
Aston shares last traded up 0.4 percent at A$10.27, just below the value of the takeover in a weaker broader market (.AXJO). Whitehaven's shares rose 0.5 percent.
The takeovers are expected to close on May 2, subject to court approval. ($1 = 0.9644 Australian dollars)
(Reporting by Sonali Paul; Editing by Ed Davies)