Kinross / Red Back

Kinross Gold Corporation has ten mines and four development projects in eight countries now that it’s completed a $7.1 billion friendly takeover of Red Back Mining Inc. Analysts say the combined company’s gold production will be about 3.9 million ounces in 2015.

Kinross had previously acquired a 9.4 percent interest in Red Back through a $587 million private placement transaction this past May. With the completion of the latest deal on September 17, former Kinross shareholders now own about 63 percent of the combined entity, while former Red Back shareholders hold about 37 percent.

Toronto-based Kinross is making its first venture into Africa by acquiring Red Back, which operates in Mauritania and Ghana. Kinross has said it plans to begin an extensive development program at Red Back’s Tasiast mine in Mauritania. A new mill, scheduled to go online by the end of 2013, will increase the processing capacity at Tasiast to 60,000 tons per day from 10,000.

Red Back’s other key project is the Chirano Gold Mine in Ghana. It also holds exploration portfolios in both Ghana and Mauritania.

For acquiror Kinross Gold Corporation (Toronto)

Executive vice president and chief legal officer Geoffrey Gold, vice president–legal Nicholas Hayduk, and legal counsel Kathleen Grandy.

Osler, Hoskin & Harcourt: Corporate: Douglas Bryce, Clay Horner, and associates James Brown, Eli Cranley, and David Vernon. Tax: Pat Marley and asso­ciate Amanda Heale. Corporate/Regulatory: Riyaz Dattu. Competition/Antitrust: Shuli Rodal. (All are in Toronto except for Bryce, who is in New York.) The firm has acted for Kinross since 2006.

For target Red Back Mining Inc. (Vancouver)

Blake, Cassels & Graydon: M&A: Steven McKeon, Peter O’Callaghan, and associates ­ Michelle Audet, Warren Beil, Jamie Kariya, and Trisha Robertson. Tax: Bruce Sinclair. Competition: Jason Gudofsky. Litigation: Sean Boyle. Regulatory: Mark Morrison. Employment: Michael Howcroft. (All are in Vancouver except for Gudofsky, who is in Toronto, and Morrison, who is in Calgary.) Blakes represented Red Back since 2004.

Skadden, Arps, Slate, Meagher & Flom: Securities: Riccardo Leofanti and associates David Beeston and Sarah Ward. (All are in Toronto.)

Goldcorp / Andean

Two Vancouver-based g old producers battled for Andean Resources Ltd., an Australian company operating in Argentina. On September 3 Eldorado Gold Corporation presented an ­unsolicited, $3.3 billion all-stock offer to Andean shareholders, only to be topped five hours later by a friendly $3.5 billion cash-and-stock bid from Goldcorp Inc. After Andean’s board urged its stockholders to support Goldcorp, Eldorado withdrew from the ­competition.

The Canadian rivals had their eyes on Andean’s flagship Cerro Negro gold and silver project in Argentina. The mine is expected to produce 285,000 ounces of gold a year as early as 2012.

Goldcorp offered 0.14 of one of its shares for each share of Andean, or a cash payment of $6.34 per share. Australian regulators have cleared the takeover, which must still be approved by Andean shareholders. If the deal is completed, it will be the fourth-largest gold mining takeover of 2010.

Goldcorp knows about hostile takeovers—it fended off an unwanted $3 billion bid from Glamis Gold Ltd. in 2005. After purchasing Wheaton River Minerals Ltd. for $1.8 billion that year, Goldcorp later acquired Glamis in a friendly $8.6 billion deal [Big Canadian Deals, December 2006].

For acquiror Goldcorp Inc. ­(Vancouver)

In-House: Executive vice president–corporate affairs and general counsel David Deisley, vice president–regulatory affairs and corporate secretary Anna Tudela, and corporate counsel Benjamin Lee.

Cassels Brock: M&A: Joan Beck, Jeff Roy, Paul Stein, France Tenaille, Jennifer Traub, and associates Angela Chu and Jason MacIntosh. Competition: Chris Hersh. (All are in Toronto.) The firm has represented Goldcorp since April 2005 when the company merged with Wheaton River. The firm previously represented Wheaton River since its incorporation.

Thorsteinssons: Tax: Michael Colborne and Michael McLaren. (They are in Toronto.)

Mallesons Stephen Jaques: M&A: Nigel Hunt, Stephen Minns, David Perks, and special counsel Adam Levine. Tax: Richard Snowden. (Hunt, Perks, and Levine are in Perth; Minns is in Melbourne; and Snowden is in Sydney.)

Neal, Gerber & Eisenberg: Securities: David Stone. Securities/Corporate governance: John Koenigsknecht. (They are in Chicago.)

For target Andean Resources Ltd. (Sydney)

In-House: Corporate secretary John Thomas.

Fraser Milner Casgrain: Securities: Vivek Bakshi, Sander Grieve, Linda Misetich, John Sabine, and associates Eric Foster and Jessica Palter. Tax: Zahra Nurmohamed. Regulatory: Susan Paul. (They are in Toronto.) The firm was first approached by Andean CEO Wayne Hubert for advice on the company’s 2007 dual listing.

Corrs Chambers Westgarth: M&A: Andrew Lumsden, James Rozsa, and senior associate Jaclyn Riley-Smith. (They are in Sydney.)

BCE / CTVglobemedia

In a deal that surprised even Canada’s most astute media watchers, telecom giant BCE Inc. announced on August 10 that it is acquiring full ownership of the country’s top broadcaster, CTV Inc., in a $1.2 billion deal.

The transaction breaks apart CTVglobemedia Inc., an entity created a decade ago when CTV merged with The Globe and Mail, Canada’s only nationally distributed newspaper.

There’s a bit of déjà vu going on here. BCE is the parent of phone company Bell Canada, which has mobile, Internet, and TV holdings. In 2000 BCE tried to form a media and communications empire, first by spending $2.2 billion to acquire CTV, then by combining it with The Globe and Mail . BCE held about 70 percent of the business, which it named Bell ­Globemedia.

But in 2005 BCE decided to sell the bulk of its stake, retaining only 15 percent. The Woodbridge Company Limited, the investment vehicle of the Thomson family (once the sole owner of The Globe and Mail and several other Canadian newspapers) took 40 percent; the Ontario Teachers’ Pension Plan Board took 25 percent, and Torstar Corp. (owner of the Toronto Star newspaper) took 20 percent.

In the latest transaction, Woodbridge will regain majority ownership of the Globe with an 85 percent stake, while BCE will keep its current 15 percent share. The deal gives CTV an assured spot in BCE’s national TV, Internet, and wireless networks. BCE says the transaction is worth $3.1 billion including debt.

The deal requires approval by the Canadian Radio-television Telecommunications Commission and is expected to close in the spring.

For acquiror BCE Inc. (Verdun, Quebec)

In-House: Executive vice president and chief legal and regulatory officer Martine Turcotte, senior general counsel Michel Lalande, assistant general counsel Ruby Barber and Ildo Ricciuto, and senior counsel– regulatory law Pierre-Luc Hebert.

McCarthy Tétrault: Corporate finance/M&A: Frédéric Cotnoir, Garth Girvan, and Robert Hansen. Financial services: Gordon Baird and Barry Ryan. Competition: Don Houston. Tax: Frédéric Harvey and Patrick McCay. Technology: Grant Buchanan, counsel Peter Grant, and asso­ciate Ryan Prescott. Business law: asso­ciates Bram Abramson, Matthew Harding, Aida Shahbazi, Amrit Sidhu, Paulina Tam, and Danielle Traub. (All are in Toronto except for Cotnoir and Harvey, who are in Montreal.) The firm has represented BCE/Bell for many years.

For target CTVglobemedia Inc. (Toronto)

In-House: Executive vice president–business and legal affairs and corporate secretary André Serero, vice president and general counsel Kevin Assaff, and vice president–regulatory affairs Kevin Goldstein.

Blake, Cassels & Graydon: Competition: Brian Facey, Calvin Goldman, and senior associate Angie Morris. (They are in Toronto.) The firm has provided competition law advice to CTVglobemedia for approximately the last seven years.

Goodmans: Communication: Robert Malcolmson and Monique McAlister. (They are in Toronto.) The firm’s communication group has represented CTV Inc. for more than 30 years.

For Torstar Corporation (Toronto)

In-House: Senior vice president, general counsel, and corporate secretary Marie Beyette.

Osler, Hoskin & Harcourt: Corporate: Terrence Burgoyne and Clay Horner. (They are in Toronto.) The firm acted for Torstar on its initial investment in CTVglobemedia.

For Ontario Teachers’ Pension Plan Board (Toronto)

In-House: Vice president and general counsel Melissa Kennedy.

Stikeman Elliott: M&A: Michael Burkett and Jeffrey Singer. Competition: Shawn Neylan. Telecommunications: Greg Kane. Banking: Daphne MacKenzie and Kenton Rein. Tax: John Lorito and asso­ciate Jill Winton. ­ Pensions: Gary Nachshen. (All are in Toronto except for Kane, who is in Ottawa.)

For The Woodbridge Company Limited and CTVglobemedia Inc. (Toronto)

Torys: Corporate: Michael Siltala, Cornell Wright, and asso­ciates Erin Chayko, Adrienne DiPaolo, and Jackie Taitz. Tax: Kathy Moore and Jim Welkoff. Competition: Jay Holsten and associate Sue-Anne Fox. ­ Lending: Tom Zverina. Employment: ­ Christina Medland.

CPP / Intoll

Pension funds love toll highways because they provide guaranteed income, which is why the Canada Pension Plan Investment Board is determined to increase its stake in the country’s largest pay highway.

The CPP Board offered $3 billion on July 15 for Sydney-based Intoll Group, which holds a 30 percent stake in the 407 Express Toll Route (407 ETR) in Ontario. The 67-mile highway is an alternative to the always-congested 401 around Toronto. The bid follows the CPP board’s failure earlier this year to buy Australian toll-road operator Transurban Group.

Intoll was formed in January 2010 after Macquarie Infrastructure split into two units in an effort to increase its valuation. Intoll also owns 25 percent of the Westlink M7, a 25-mile toll road in Sydney.

The CPP Board followed up on October 5 with a deal to buy another 10 percent of the 407 ETR for $871 million from Spanish multinational Ferrovial. That deal reduces the Spanish firm’s ownership stake to 43 percent and will boost CPP’s interest to 40 percent if the Intoll deal is completed. The remaining 17 percent of the 407 highway is owned by Montreal-based engineering firm SNC-Lavalin Inc. Both SNC-Lavalin and Intoll have the right of first refusal on the 10 percent stake that the CPP Board is seeking from Ferrovial.

The 407 ETR opened in 1997. It is operated privately under a 99-year lease with the Ontario government. The lease was sold to a consortium of Canadian, Spanish, and Australian interests for about $3.9 billion in 1999, a figure that is acknowledged to be considerably lower than the value of the highway.

For acquiror Canada Pension Plan Investment Board (Toronto)

Stikeman Elliott: M&A: William Braithwaite, John Ciardullo, Amanda Linett, and asso­ciate Jeremy Ehrlich. (They are in Toronto.) Stikeman previously advised CPP on the 2006 acquisition of 92 percent of HQI Transelec Chile S.A., the largest electricity transmission company in Chile. CPP and a consortium paid a Quebec company $1.55 billion for the stake.

For target Intoll Group (Sydney)

Mallesons Stephen Jaques: M&A: Greg ­Golding and Meredith Paynter, associate Henrik Moritz, and solicitors Miriam Kleiner and Magda Misiarek. (They are in Sydney).


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