Newmont Mining Corporation completed the acquisitions of Franco-Nevada Mining Corporation Limited and Normandy Mining Limited in a three-way, multi-national transaction that has created the world’s largest gold producer, with a market capitalization of more than US$9.5 billion. The transaction, which was effected through a plan of arrangement in Canada, an off-market bid in Australia and a concurrent corporate reorganization in the U.S., was completed in the face of a competing bid for Normandy by AngloGold Limited that involved the parties in multiple proceedings before securities regulators over a two-and-a-half-month period. The deal closed on February 16, 2002.
The Newmont legal team was led by in-house counsel Britt Banks, with support from John Gaensbauer and Jacquie Beckett. Newmont’s external legal advisors consisted of David Katz, Dan Neff, David Karp, Joshua Cammaker, Mark Kim, Laura Munoz and Ben Burman (corporate), Debbie Paul and Joshua Holmes (tax), Michael Byowitz and David Schwartz (regulatory) and Michael Katzke (employment) of Wachtell, Lipton, Rosen & Katz; Jonathan Lampe, Neil Sheehy, Grant McGlaughlin, Justin Beber and Steve Cohen (corporate), Neil Harris, Carrie Smit and Alan Bowman (tax), Bob Vaux and Joel Schachter (regulatory) and Andrew Brodkin (civil litigation) of Goodmans LLP; Garry Besson, Gary Lawler, Rachel Launders, Philip Breden, David Brewster and Jeremy Cochran (corporate) and Jonathon Leek (tax) of Gilbert + Tobin; and Jay Kellerman (corporate) of Stikeman Elliott.
The Franco-Nevada legal team was led by in-house counsel Sharon Dowdal; with support from Leslie Gord, Nicholas Dietrich, Tina Woodside and Bryce Kraeker (corporate), Robert Milnes and Bruce Graham (regulatory) and Michael Harpur (civil litigation) of Gowling Lafleur Henderson LLP; Ron Richler, Leslie Morgan and Sheldon Vanderkooy (tax) and Edward Betts (corporate) of Blake, Cassels & Graydon LLP; David Angerbauer (corporate) and Kevin Johnson (regulatory) of Holland & Hart; Bruce Lemons (tax) of Olsen Lemons; and Ian Cochrane and Geoff Rogers (corporate) and Graham Cotterill (tax) of Mallesons Stephen Jaques. Normandy was represented by in-house counsel Peter Watson, with assistance from Peter Cameron and Guy Alexander (corporate) of Allens Arthur Robinson.