Monday, March 28, 2011
Published in Magazine:
Wednesday, June 01, 2011
On March 28, 2010, ArcelorMittal, the world's leading steel company with operations in more than 60 countries, and Iron Ore Holdings, LP (“Iron Ore Holdings”), completed the acquisition, through their 70 per cent/30 per cent acquisition company, of all the remaining outstanding securities of Baffinland Iron Mines Corporation (“Baffinland”) for consideration of $1.50 cash for each outstanding common share, $0.80 cash for each common share purchase warrant governed by a December 10, 2009 warrant indenture, and $0.10 cash for each common share purchase warrant of Baffinland governed by a January 31, 2007 warrant indenture (the “2007 Warrants”), subject to the exercise of dissent rights by shareholders. The total consideration paid for Baffinland was approximately $590 million.
ArcelorMittal's and Iron Ore Holdings' joint acquisition of Baffinland, the core activities of which focus on the exploration and development of high-grade iron ore deposits at Baffinland's Mary River property on northern Baffin Island, Canada, marks the successful culmination of a process which began in mid-2010 when ArcelorMittal was negotiating a potential joint-venture agreement with Baffinland. Prior to Baffinland concluding a definitive joint-venture with ArcelorMittal, Nunavut Iron Ore Acquisition Inc. (“Nunavut Iron”), a subsidiary of Iron Ore Holdings, commenced an unsolicited take-over bid in September 2011 for Baffinland at $0.80 per common share.
Following the launch of Nunavut Iron's unsolicited bid for Baffinland, ArcelorMittal made a competing supported cash bid for Baffinland in November 2010 at $1.10 per common share and $0.10 per 2007 Warrant. Following the launch of ArcelorMittal's bid, the two rival bidders increased the price per share and varied the terms of their offers several times. In addition, two hearings were held before the Ontario Securities Commission with respect to two shareholder rights plans implemented by Baffinland.
On January 14, 2011, the former bidding rivals entered into a joint bid agreement and increased the all cash price per Baffinland common share to $1.50. Pursuant to the joint take-over bid, ArcelorMittal's and Iron Ore Holdings' acquisition company acquired 93 per cent of the outstanding shares and 76 per cent of the 2007 Warrants.
Following the expiry of the bid, ArcelorMittal and Iron Ore Holdings carried out a second-step transaction, under a Court approved plan of arrangement, pursuant to which their acquisition company acquired all remaining outstanding securities of Baffinland.
ArcelorMittal was represented by Ogilvy Renault LLP with a team led by Dawn Whittaker and consisting of Eric Reither, Kevin McPhee and Matthew Bernardo (M&A/securities); Adrienne Oliver (tax); Ned Steinman (mining/real property); Dennis Gascon and Seemal Patel (competition and Investment Canada); Alan Mark, Steve Tenai, Michael Brown and Mark Kestenberg (litigation) and Richard King (environmental).
Iron Ore Holdings and Nunavut Iron were represented by Davies Ward Phillips & Vineberg LLP with a team led by Bill Gula and Steven Harris and including Ian McBride, Alex Moore and Jonathan Ip (M&A and securities); Richard Elliott (competition and Investment Canada); Geoff Turner and Duncan Osborne (tax) and Kent Thomson, Andrea Burke and Andrew Sunter (litigation).
Baffinland was represented by Stikeman Elliott LLP with a team led by Jay Kellerman and consisting of Robert Nicholls, Amanda Linett, Andrew Bozzato and Kevin Smyth (M&A/securities); Karen Jackson (joint venture negotiations); John Lorito and Katy Pitch (tax); Susan Hutton (competition and Investment Canada) and Katherine Kay, Alex Rose, Jonathan Levy and James Mangan (litigation).