Weather Investments II Acquires La Mancha Resources

Weather Investments II S.à r.l. (Weather II) entered into an agreement, on July 13, 2012, for Weather II to acquire all of the outstanding common shares of La Mancha Resources Inc. (La Mancha) by way of a friendly all-cash take-over offer. The Weather II offer values the equity of La Mancha at approximately $502 million ($3.50 per share).

Weather II is managed by Mr. Naguib Sawiris. The wider Sawiris Family of Egypt have substantial indirect interests in existing operations in the telecoms, construction and fertilizers, cement, real estate and hotel development industries.

A support agreement was executed between Weather II and La Mancha and a lock-up agreement was executed between Weather II and Compagnie française de mines et métaux, an indirect wholly owned subsidiary of AREVA S.A. (collectively, Areva). On August 27, 2012, the original expiry date of the offer, Weather II announced it had acquired approximately 86 per cent of the outstanding La Mancha shares under the offer, which was being extended to September 10, 2012. On September 11, 2012, Weather II announced it owned approximately 98.99 per cent of the outstanding La Mancha shares and would acquire the balance pursuant to a compulsory acquisition under the Business Corporations Act (British Columbia). The remaining shares were acquired on November 12, 2012.

Weather II was represented in Canada by Norton Rose Canada LLP with a team led by Paul Raymond and Niko Veilleux including Emmanuel Grondin and Marie-Claude Savard (M&A); Derek Chiasson and Antoine Desroches (tax) and Martin Thériault and Pascal Rodier (financing). Weather II was represented in Europe by Norton Rose LLP with a team led by Mark Bankes and Nick Adams including Ros Fox, Emma Howes, Narinder Surae, Valérie Becker and Elodie de Jaham (M&A) and Martin McCann, Alex Walker, Daniel Giemajner, Zhiping Lin, Luc Rentmeesters and Alexandre Roth (financing). Weather II was represented in Australia by Norton Rose Australia LLP with a team led by Anthony Latimer and Jehann Mendis, including Daniel Chaney (M&A) and Chris Redden (financing).

La Mancha was represented by Fasken Martineau DuMoulin LLP with a team led by Frédéric Boucher including Caitlin Rose, Monica Dingle, Steve Boucratie, Georges Dubé, Laura Fetter and Georald Ingbord (M&A) and Gilles Carli (tax).

AREVA was led in-house by Antoine Rain and Myriam Gauthier and was represented by Blake, Cassels & Graydon LLP with a team led by Bruno Arnould and which included Alfred Buggé (M&A) and John Leopardi (tax).