Amid talk about a boom in pharmaceutical M&A that could be a boon to Am Law 100 firms, the global mining industry could be on the verge of experiencing a consolidation of its own as companies chase mergers in a bid to cut costs, according to a report by MarketWatch.
The trend could accelerate despite the recent breakdown of merger talks between two of the world’s largest gold producers—Toronto-based Barrick Gold and suburban Denver-based Newmont Mining—over concerns about the synergies and shareholder value the potential $33 billion mining giant would create.
Even if that deal is dead, another notable mining tie-up may be taking shape now that Vancouver-based Goldcorp has dropped its $3.2 billion hostile takeover bid for Montreal-based Osisko Mining, which has found a pair of possible saviors interested in negotiating a friendlier transaction.
Paul, Weiss, Rifkind, Wharton & Garrison and Norton Rose Fulbright—Am Law 100 firms that have bolstered their Canadian operations in recent years—have landed lead roles advising Toronto-based Yamana Gold on its joint $3.54 billion cash-and-stock bid with Agnico-Eagle Mines for Osisko.
Norton Rose Fulbright senior corporate partner Cathy Singer, finance partner Robert Mason and M&A and mining partner Dawn Whittaker in Toronto are advising Yamana on the proposed deal, which has Osisko’s support. London-based Norton Rose, which absorbed Am Law 100 firm Fulbright & Jaworski last year, has grown rapidly north of the border following its recent mergers with leading Canadian firms Ogilvy Renault and Macleod Dixon.
Paul Weiss corporate partners Adam Givertz and Edwin “Ted” Maynard are also advising Yamana, along with tax partner Scott Sontag, who joined the firm’s New York office earlier this year from Weil, Gotshal & Manges. Paul Weiss opened in Toronto three years ago this month by hiring Givertz from Shearman & Sterling, according to our previous reports.
Peter Marrone, a former partner at leading Canadian firm Cassels Brock & Blackwell, serves as Yamana’s chairman and CEO. The company’s general counsel is Sofia Tsakos, another ex–Cassels Brock partner. Ironically, it was Cassels Brock that was advising longtime client Goldcorp on its ultimately unsuccessful pursuit of Osisko. (Chicago’s Neal, Gerber & Eisenberg, which advised Goldcorp on its $3.5 billion merger with Australian rival Andean Resources in 2010, also counseled the company on its ill-fated Osisko bid.)
For its part, Osisko has relied on a team of lawyers from Skadden, Arps, Slate, Meagher & Flom and Canadian firms Bennett Jones and Lavery, de Billy during its takeover battle with Goldcorp. Bennett Jones and Stikeman Elliott took the lead on the more recent deal with Yamana and Agnico-Eagle, according to a press release announcing the transaction.
Jay Kellerman, managing partner of Stikeman Elliott’s Toronto office and cohead of the firm’s global mining group, is counseling a special committee of Osisko’s board of directors. Other Stikeman lawyers working on the matter include capital markets partner John Ciardullo, corporate partner David Massé, banking head Daphne MacKenzie, national litigation head Louis Bélanger, litigation partner Frédéric Paré and associates Matthew Angelus, Patrick Desalliers, John “J.R.” Laffin, Rémi Leprévost and Danny Duy Vu. Osisko’s vice president of legal affairs and corporate secretary is Andre Le Bel.
R. Gregory Laing serves as general counsel for Toronto-based Agnico-Eagle, which is being advised by a team of lawyers from Davies Ward Phillips & Vineberg led by senior M&A partner Patricia Olasker and corporate and mining partner J. Alexander Moore. Osisko’s proposed sale to Agnico-Eagle and Yamana is expected to close by early June, pending shareholder and regulatory approvals. (Yamana was caught up in an insider trading case years ago involving former Toronto-based Dorsey & Whitney partner Gil Cornblum, who later committed suicide.)
Like Goldcorp, Barrick Gold—which saw its talks with Newmont Mining collapse—is presumably looking for another merger partner.
Barrick Gold turned to Cravath, Swaine & Moore and Davies Ward in 2005 for counsel on its $9.2 billion acquisition of Vancouver-based Placer Dome, which resulted in a $1.5 billion sidecar sale to Goldcorp. And three years ago Sullivan & Cromwell, Australian firm Clayton Utz and Norton Rose predecessor Ogilvy Renault counseled Barrick Gold on its $7.8 billion buy of copper producer Equinox Minerals, according to our previous reports.
The names of the lawyers advising Barrick Gold and Newmont Mining on their proposed all-stock merger were not immediately available by the time of this story. U.S. Senate records show that Barrick Gold has paid Holland & Hart $40,000 and Akin Gump Strauss Hauer & Feld $20,000 for lobbying work since January 2013. Newmont Mining has paid Holland & Hart $98,000 and Goodwin Procter $70,000 during the same period, according to Senate filings.
Sybil Veenman is Barrick Gold’s general counsel. Former Davies Ward senior partner Howard Beck and former Canadian Prime Minister M. Brian Mulroney, previously a senior partner with Ogilvy Renault and now at Norton Rose Fulbright, serve as independent directors on the company’s board. Barrick Gold came under fire from pension funds last year for payments to certain senior senior executives, including Mulroney, who received C$2.5 million in compensation from the company for advisory work in 2012. (Mulroney won’t stand for reelection to Barrick Gold’s board this year and is set be replaced as a director.)
Newmont Mining’s general counsel is Stephen Gottesfeld, while Goldcorp’s in-house legal chief is Charlene Ripley. Mining industry attorney Charles Jeannes serves as president and CEO of Goldcorp, where former Osler, Hoskin & Harcourt senior partner Peter Dey is an independent member of the company’s board and Honduran lawyer Eduardo Villacorta serves its senior vice president of operations in Central and South America.