POSCO AND CO. ACQUIRE 15 PER CENT OF QUEBEC IRON ORE FOR $1.1B

A consortium led by South Korean steel manufacturer POSCO – including China Steel Corporation (a Taiwan steel manufacturer), National Pension Service (a South Korea-based sovereign wealth fund and pension system administrator) and EQ partners (a Korea-based private equity firm) – completed the acquisition of a 15 per cent joint venture interest in iron ore mining operations located in Quebec, Canada – together with associated rail and port infrastructure from ArcelorMittal, the world's leading steel producer and fourth-largest mining company in the world – for cash consideration of US$1.1 billion.

ArcelorMittal's Quebec iron ore operations include two open pit mines, and produce about 40 per cent of Canada's iron ore output.

As part of the deal, POSCO and China Steel Corporation entered into long-term iron ore off-take agreements with the joint venture, which will continue to be controlled by ArcelorMittal with an 85 per cent joint venture interest.

The first tranche of the investment – in which the consortium acquired an 11.05 per cent interest in the mining and infrastructure joint venture from ArcelorMittal for cash consideration of US$810 million – closed on March 15, 2013. The second tranche of the investment, which increased the consortium's interest in the joint venture to 15 per cent, closed on May 30, 2013.

Norton Rose Fulbright Canada LLP represented ArcelorMittal in connection with the M&A, joint venture and off-take transactions, with a team led by Dawn Whittaker and including Eric Reither, Robert Eberschlag, Kevin McPhee, Janet Howard, Sara Josselyn, Hoori Chitilian and Trevor Zeyl (M&A and mining); Barry Segal (tax); Denis Gascon and Kevin Ackhurst (Investment Canada) and Chris Hunter (intellectual property); and in connection with the reorganization of the Quebec iron ore and infrastructure operations, with a team led by Robert Borduas, and including Marie-Claude Mailloux, Peter Riddell, Catherine de Laboursodière and Vincent Filiatrault (corporate, M&A); Mario Caron and Miguel Manzano (real property, mining); Derek Chiasson (tax); Richard Desgagnés (infrastructure); Jean Piette (environmental); François Côté (employment and labour); Martin Rochette (pension and benefits) and Pierre-Christian Labeau (Aboriginal).

Shearman & Sterling LLP acted as international counsel representing Arcelor-Mittal in connection with the M&A, joint venture and off-take transactions, with a team that included partners George Casey and George Karafotias (London-M&A); Douglas McFadyen (New York-tax); counsel Gabrielle Wong (London-finance) and associates Rory O'Halloran (New York-M&A) and David Plattner, Cecilia Ferreira and Caitlin Ludwigsen (London-M&A).

Kim & Chang (Korea) and Osler, Hoskin & Harcourt LLP (Canada) advised POSCO. Osler's team included Shahir Guindi and Chima Ubani (corporate); Mark Brender and Nadia Rusak (tax); Michelle Lally (competition); Donna White (intellectual property); Dan Kirby (environmental); Julien Ranger-Musiol (pension and benefits) and Sven Poysa (employment and labour). The Kim & Chang team included Nelson K. Ahn, Jason William Lee, Yun-Goo Kwon, Sung Uk Park and Yong Taek Lim.