Fronteer Development Group Inc. completed its acquisition of approximately 36,526,336 common shares of Aurora Energy Resources Inc. on March 2, 2009 by way of take-over bid, increasing its ownership interest from approximately 42.2 per cent to more than 92 per cent of the outstanding shares of Aurora Energy Resources Inc. As consideration for the Aurora shares acquired, Fronteer issued shares with a value of approximately $87 million, valuing Aurora Energy Resources at approximately $175 million. Prior to the announcement of its take-over bid, Fronteer had entered into lock-up agreements pursuant to which Aurora's three largest institutional shareholders agreed to tender an aggregate of approximately 26 per cent of Aurora's common shares to Fronteer's bid. Fronteer is now proceeding with a second-step transaction to acquire the remaining Aurora shares.
Aurora's special committee of independent directors retained National Bank Financial Inc. as its financial advisor to advise it with respect to the Fronteer offer and to solicit other offers for Aurora or its assets or other transactions involving Aurora that would provide greater value to shareholders than the Fronteer offer. The directors' circular originally issued by the Aurora board, on the advice of the special committee, advised shareholders to await the outcome of the value-maximization process. Subsequently, on the advice of the special committee, the Aurora board recommended that shareholders accept the Fronteer offer.
Fronteer is principally engaged in the acquisition, exploration and development of mineral properties or interest in corporations controlling mineral properties of interest to Fronteer. Fronteer began concentrating its efforts in the area of mineral exploration in June of 2001. Fronteer's principal exploration properties are located in Nevada, USA and Turkey, and it holds additional properties in California, USA. Fronteer also has exposure to Aurora's projects in Newfoundland and Labrador and Nunavut, Canada through its approximate 92 per cent equity interest in Aurora. Aurora is a Canadian uranium exploration and development company. Aurora's principal asset is its 100 per cent-owned uranium portfolio (subject to a 2 per cent royalty interest) located in the Central Mineral Belt in coastal Labrador, Canada, one of the world's most promising uranium districts. Aurora's uranium portfolio is underpinned by the Michelin uranium deposit, and also contains five other deposits.
Fronteer was represented by Davies Ward Phillips & Vineberg LLP with a team that included Kevin Thomson, Melanie Shishler, Jennifer Longhurst and James Wilson (corporate/securities); Geoffrey Turner and Paul Lamarre (Canadian tax); Gerald Shepherd and Bonnie Roe (US corporate) and Abraham Leitner and Candice Turner (US tax). Fronteer was also advised by Geoffrey Brown, QC, and Bruce Grant, QC, (corporate) from Stewart McKelvey in St. John's.
Aurora's special committee was represented by Ogilvy Renault LLP, with a team that included Terence Dobbin, Niko Veilleux, Evelyn Li (corporate/securities) and Adrienne Oliver (tax).