Minmetals Resources Limited completed a $1.3 billion takeover of Anvil Mining Limited. Anvil's principal asset is the Kinsevere copper mine and SX-EW facility in the Democratic Republic of Congo. Around 98 per cent of Anvil's common shares were tendered to the takeover and Minmetals subsequently commenced compulsory acquisition proceedings to acquire the balance of the common shares. The takeover was formally commenced on October 19, 2011, after Minmetals and Anvil entered into a Support Agreement, pursuant to which Anvil agreed to support the $8 per share all cash offer made by Minmetals. All of Anvil's directors and senior officers and Anvil's principal shareholder, Trafigura Beheer B.V., collectively holding 40.1 per cent of Anvil's common shares, signed a lock-up agreement and agreed to support the offer. The Support Agreement was entered into after the completion of a strategic review process undertaken by Anvil, and undertaken with Trafigura's support.
Minmetals Resources was represented by its internal counsel, Nick Myers, Leigh Mollison and Allison Purdey. In Canada, Minmetals Resources was represented by Davies Ward Phillips & Vineberg LLP with a team that included Kevin Thomson, Lisa Damiani, Jennifer Grossklaus and Gilles Comeau (M&A); Geoffrey Turner (tax) and Mark Katz (competition). Linklaters provided advice on the requirements of the Hong Kong Stock Exchange, where Minmetals Resources is listed, with a team led by Craig Dally and Iris Yeung, and also provided international law advice with respect to Congolese matters with a team led by Bertrand Andriani and Aymeric Voisin. Freehills provided advice to Minmetals Resources with respect to Australian securities law matters, with a team consisting of John Tivey and Jonathan Li.
Anvil was represented in Canada by its principal outside counsel, Lawson Lundell LLP, with a team comprising Gordon Chambers and Jane Murdoch [now with Cassels Brock] (corporate and securities) with Karen Macmillan (corporate); John Christian and Justin Young (securities) and Leonard Glass (tax) assisting. Norton Rose LLP advised Anvil on obtaining various agreements with DRC stakeholders with a team comprising Poupak Bahamin (corporate) and Mark Bankes (consultant) with Martin Gdanski, Thomas Ferreyrolles and Elodie de Jaham (corporate); and Vincent Beglé (dispute resolution) assisting.
The independent directors of Anvil were advised by Cassels Brock & Blackwell LLP, with a team consisting of Paul Stein and Jay King (mining and M&A) as well as Andrea Rigobon.
Stikeman Elliott LLP advised Trafigura with a team consisting of Stuart Olley, Gordon Chmilar and Gus Lu (M&A) and Susan Hutton (competition).