On August 25, 2010, Harry Winston Diamond Corporation (“Harry Winston”) repurchased from Kinross Gold Corporation (“Kinross”) a 9 per cent indirect interest in the Diavik Joint Venture for aggregate consideration of approximately US$220 million. The purchase consideration comprised US$50 million in cash, payable in cash, plus the issuance to Kinross of approximately 7.1 million treasury Harry Winston common shares and a promissory note in the amount of US$70 million, maturing 12 months from the date of closing. The note bears interest at a rate of 5 per cent per annum and can be repaid in cash or, subject to certain limitations, shares issued by Harry Winston to Kinross.
The Diavik Joint Venture is a joint venture between Diavik Diamond Mines Inc., a wholly owned subsidiary of Rio Tinto plc, and Harry Winston, and operates the Diavik diamond mine in the Northwest Territories.
Kinross had previously completed the sale on July 28, 2010 of its 19.9 per cent holding of Harry Winston common shares, through an underwritten block trade to a group of financial institutions. Kinross had acquired the 19.9 per cent common share holding and the indirect 9 per cent holding in the Diavik Joint Venture through a private placement transaction completed in March 2009.
Harry Winston was represented in-house by Beth Bandler, Senior Vice President and General Counsel, and by Stikeman Elliott LLP with a team that included Robert Nicholls, Sean Vanderpol, Jillian Kovensky and Craig Broadhurst (corporate) and Peter Hamilton and Justin Parappally (banking). Cynthia Levy of Davis LLP acted as Northwest Territories counsel to Harry Winston.
Kinross was represented in-house by Geoff Gold, Executive Vice President and Chief Legal Officer, and Kathleen Grandy, Legal Counsel, and by Osler, Hoskin & Harcourt LLP with a team that included Doug Bryce and James Brown (corporate) and Mike Matheson and Todd Mandel (banking).
The group of financial institutions that purchased the 19.9 per cent interest in Harry Winston common shares were represented by Davies Ward Phillips & Vineberg LLP with a team that included Shawn McReynolds and Mindy Gilbert, and by Shearman & Sterling LLP with a team that included Adam Givertz.