On June 10, 2002, Kinross Gold Corporation, TVX Gold Inc. and Echo Bay Mines Ltd. entered into a combination agreement to combine the businesses of the three companies and the concurrent acquisition of an approximate 50 per cent less one hundred voting shares interest in the TVX Newmont Americas joint venture owned by Newmont Mining Corporation. Following completion of these transactions, Kinross is expected to have a market capitalization of more than $3 billion and its annual gold production is expected to be approximately two million ounces at total cash costs of less than US$200 per ounce.
Kinross will be the seventh-largest primary gold producer in the world and the only senior North American-based primary gold producer with less than 5 per cent of its reserves hedged. Shareholder meetings of the three companies to approve the combination and related matters are expected to be held in the third or fourth quarter of 2002 and the transaction is expected to close shortly thereafter.
Blake, Cassels & Graydon LLP acted as special transaction counsel to Kinross with a team comprised of David Jackson, Sheila Murray, Geoff Belsher, Anoop Dogra, James Clarke, Neil Kothari and Pascal Ouimet (securities/corporate) and Paul Tamaki (tax). Cassels Brock & Blackwell LLP acted as Canadian counsel to Kinross, with a team comprised of Cameron Mingay, Jeffrey Roy, Lori Prokopich, André Boivin and Howard Burshtein (securities/corporate), Christopher Norton (tax) and Frank Monteleone (competition). Chadbourne & Parke LLP acted as U.S. counsel to Kinross, with a team comprised of Philip Colbran, Laura Brank, Anne-Marie Shelley, Damien Atkins and Peter Dahm (securities/corporate), Barry Dinaburg (tax) and Daniel O’Neill (competition).
Fasken Martineau DuMoulin LLP acted as counsel to the special committee of the board of directors of TVX and special transaction counsel to TVX, with a team comprised of Jonathan Levin, Richard Steinberg and Janne Duncan (securities/corporate), Anothony Baldanza (competition) and William Bies and Kathleen Hanly (tax). Cassels Brock & Blackwell also acted as Canadian counsel to TVX, with a team comprised of John Craig, Mark Bennett, Cathy Mercer and Andrea FitzGerald (securities/corporate). Stoel Rives LLP in Portland, Oregon acted as U.S. counsel to TVX, with a team comprised of Carolyn Vogt and Kyle Wuepper (securities/corporate), Andrew Zuccotti and Geir Jonsson (tax) and Walter Van Valkenburg and Ellen Theodorson (competition).
Fraser Milner Casgrain LLP acted as Canadian counsel to Echo Bay, with a team comprised of David Lefebvre, Craig Story, Michael Gluckman, Tim Millar, David Spencer, Dorothy Dawe, Colleen Cebuliak, Maryn Sigurdson and John Sabine (corporate/securities), Brian Carr and Peter Baek (tax) and Barry Zalmanowitz and Denise Prokopiuk (competition). Cravath Swaine & Moore acted as U.S. counsel to Echo Bay, with a team comprised of Richard Hall, William Rogers and Patricia Geoghegan (benefits), Lewis Steinberg (tax) and Richard Birns, Matthew Shapiro, Michael O’Brien and Craig Lee.