On February 18, 2011, Anatolia Minerals Development Limited (“Anatolia”) and Avoca Resources Limited (“Avoca”) completed a merger of equals by which Anatolia, through a wholly-owned Australian subsidiary acquired all of the issued and outstanding ordinary shares and options of Avoca, resulting in the creation of Alacer Gold Corp. (“Alacer Gold”) a new leading intermediate global gold producer with a market capitalization at the close of trading on February 18, 2011 of approximately $2.49 billion.
Under the terms of the merger, which was a scheme of arrangement under Australian law between Avoca and its shareholders, each Avoca shareholder received 0.4453 Anatolia common shares for each Avoca ordinary share they held. Certain Avoca shareholders elected to receive Anatolia common shares as consideration while others received consideration shares in the form of CHESS depositary interests (“CDIs”). Following the completion of the merger, existing Anatolia and Avoca shareholders owned approximately 50 per cent and 50 per cent of Alacer Gold, respectively.
The Alacer Gold common shares are listed on the TSX under the symbol “ASR” and the Alacer Gold CDIs are listed on the ASX under the “AQG”.
Avoca is an Australian based gold producer that holds a highly attractive portfolio of large, long-life operating gold mines in Western Australia. Anatolia is a Canada-based mining company exclusively engaged in the exploration and development of mineral properties in Turkey, with the Çöpler Gold Project in the eastern part of central Turkey being its material property.
Anatolia was represented by Stikeman Elliott LLP with a team comprising D'Arcy Nordick, Rob Nicholls, Sarah Rancier, Timothy McCormick, Matthew Bassani, Jeff Hershenfield, Derrick Guo and Anas Youssef (corporate/securities); Dean Kraus (tax) and Nancy Ramalho (employment). Clayton Utz acted as Australian counsel for Anatolia with a team comprising Heath Lewis, Antony Eaton and Ailyn Choo.
Avoca was represented internally by Jennifer Rezos, General Counsel and by Cochrane Lishman Carson Luscombe for Australian matters with a team comprising Ian Cochrane, Justin Harris and Shane Stewart. Borden Ladner Gervais LLP acted as Canadian counsel for Avoca with a team comprising Fred Pletcher and Samir Patel.