Gloucester Coal has engaged an independent expert to help it assess both a sweetened takeover offer from Hong Kong-based commodities trader and major shareholder Noble Group, and a rival merger proposal with Whitehaven Coal.
Gloucester said today it had appointed PricewaterhouseCoopers to provide advice on the proposed deals.
Gloucester last month said it favoured a merger with Whitehaven - via a reverse takeover - over Noble's original $4.85 a share offer.
But Gloucester last week told its shareholders to take no action, saying it was considering carefully the merits of both transactions following Noble's revised $6 per share bid and a declaration of unacceptable circumstances by the Takeovers Panel.
The Takeovers Panel said in March the proposed merger with Whitehaven blocked or "acted as a lock up device'' to Noble's $490 million takeover bid, which is conditional on the Whitehaven merger not proceeding.
The panel also ordered the merger proposal be made conditional on no superior bid for Gloucester being made.
Gloucester has offered one of its shares for every 2.45 Whitehaven shares in a deal that is subject to a minimum acceptance level of 80% and has an implied value of $4.83 per share.
Gloucester must announce its response to the Noble bid in its target statement before May 21 under the terms of the Takeovers Panel ruling.
Noble, which has a 21.7% stake in its target, is reported to be pressing for a speedier response through the Takeovers Panel.
Noble last week said Gloucester had "no reason to delay any longer'' in deciding that the $6 per share offer was superior to the Whitehaven merger.
Under the merger structure, Gloucester shareholders will receive about 30% of the combined group and cannot vote on the deal.
Post merger, Whitehaven shareholders would hold roughly 67% of the merged entity while about 51% of the company would be controlled by the existing Whitehaven directors.
Noble said last week that Gloucester shareholders would not be properly rewarded for handing over the reins to Whitehaven shareholders.
It said Gloucester was "locking up the company and throwing away the key without their shareholders having a say''.
Shares in Gloucester were 6 cents lower at $5.86 in recent trade while Whitehaven shares had lost 4 cents to $2.08.