New Hope is offering 0.94 of its own shares for every Resource Pacific share, which values the company at $A808 million.
New Hope's bid, however, was trumped by Xstrata Coal yesterday with a $960 million cash bid for Resource Pacific.
Resource Pacific will mail a target's statement to shareholders next week providing details of Resource Pacific's strategic plan to expand run-of-mine production at its Newpac, Hunter Valley mine to 8 million tonnes per annum by 2010.
"There is growing appreciation of Resource Pacific's value, as demonstrated by Xstrata's unsolicited bid for the company yesterday," Resource Pacific managing director Paul Jury said.
"Newpac is centred on one of the only remaining large high-grade semi-soft coking coal deposits in New South Wales and, with an experienced management team and blue-chip customer base in Asia, Resource Pacific is in a strong position to create additional shareholder value.
"New Hope's offer is designed to deprive shareholders of the full value of Newpac, which we are only now starting to unlock. There is no doubt that New Hope has recognised Newpac's high quality and potential and wants to capture this value for itself."
Meanwhile, this morning Resource Pacific released a statement that Marubeni had not sold its 10.3% shareholding in Resource Pacific to Xstrata and had not signed an irrevocable agreement in relation to these shares, as had been reported.
"Resource Pacific understands that Xstrata and Marubeni have signed a co-operation deed whereby each party has given the other certain rights and interests. One of these rights enables Marubeni to increase its interest in Resource Pacific to 20%, less one share, in certain circumstances, subject to compliance with the Corporations Act.
"Clause 3 (Termination) of the co-operation deed states that the restrictions on Marubeni dealing with its Resource Pacific shares terminate if, at the end of the offer period, Xstrata does not have a relevant interest in Resource Pacific of at least 35%, or such lesser percentage as the parties may agree."
Resource Pacific said due to the "conflict of interest created by the co-operation deed", it had told its Japanese steel mill and power utility customers that Marubeni is no longer authorised to enter into discussions or arrangements on Resource Pacific's behalf in respect to coal supply, pricing, or contractual matters, during the course of Xstrata's bid.
It said several key customers have already confirmed they will deal directly with Resource Pacific in future.