On 11 August 2014, BC Iron Ltd (ASX: BCI) and Iron Ore Holdings Ltd (ASX: IOH) announced that they had entered into a Bid Implementation Agreement (“BIA”) under which BC Iron will offer to acquire all of the issued shares of IOH by way of an off-market takeover offer. The highlights from the transaction were as follows: • BC Iron Ltd (ASX:BCI) (“BC Iron”) to strengthen its Pilbara iron ore portfolio via recommended off-market takeover offer for Iron Ore Holdings Ltd. • BC Iron to offer 0.44 new BC Iron shares and A$0.10 in cash for each IOH share held • Transaction will create a leading mid-cap iron ore company with: − An attractive and complementary portfolio of production and development assets in the world’s best iron ore address − Strong operating cash flows from Nullagine and Iron Valley − Unaudited pro forma cash balance of A$190 million1 (as at 30 June 2014) − The technical and financial platform to develop the Buckland project − A proposed private haul road and port at Cape Preston East, for Buckland and potential third party tonnages − A multi-decade growth path for all shareholders • Offer values IOH at A$1.59 per share (based on BC Iron’s 60 day VWAP of A$3.39), a 79% premium to IOH’s 60 day VWAP of A$0.89 • IOH Board unanimously recommends that IOH shareholders accept the Offer in the absence of a superior proposal • IOH major shareholder, Australian Capital Equity Pty Ltd, intends to accept the Offer within 14 business days of the Offer opening, in the absence of a superior proposal • Assuming BC Iron acquires 100%, current IOH security holders will own ~36.6% of the combined group • Two nominees from IOH will be invited to join the BC Iron Board • BC Iron expects to announce a fully franked, final dividend for FY14 of A$0.15 per share (final determination to be announced in conjunction with the release of the full year results on 27 August 2014). The Record Date will be prior to issue of BC Iron shares to IOH shareholders.