On June 10, 2010, China Sci-Tech Holdings Limited, through its wholly owned subsidiary China Sci-Tech Minerals Limited, acquired Chariot Resources Limited, a natural resource exploration company with property interests including the Mina Justa copper project in Peru. The acquisition was completed pursuant to an arrangement agreement entered into on February 28, 2010, and was effected by way of a plan of arrangement under the Business Corporations Act (British Columbia).
The aggregate consideration paid to acquire all of the outstanding shares of Chariot was approximately $249.6 million. Chariot shareholders received $0.67 for each Chariot common share held. The plan of arrangement was approved by Chariot shareholders on May 31, 2010, and received final court approval on June 7, 2010.
China Sci-Tech was represented by Fasken Martineau DuMoulin LLP with a team including Robert McDowell, Richard Steinberg, Aaron Atkinson, Blair Horn, Krisztián Tóth and Amanda Fullerton (corporate/securities) and Mitchell Thaw (tax); in Hong Kong by a team from Freshfields Bruckhaus Deringer LLP including Samantha Loh and Raymond Ng; in Peru by Muñiz, Ramírez, Pérez-Taiman & Olaya with a team including Sergio Oquendo and Daniel Lovón; and in the Cayman Islands by Derrick Kan of Maples and Calder.
Chariot was represented by McMillan LLP with a team including Sean Farrell, Stewart Ash and Stephen Genttner (corporate/securities) and Mary-Ann Haney and Andrew Stirling (tax); in British Columbia by Davis LLP with a team including Donald Bell, Stuart Morrow and Tammy Donovan (corporate/securities) and Brent MacLean (litigation); in Hong Kong by Colin Law of Shearman & Sterling LLP; in Peru by Rodrigo, Elías & Medrano, with a team including Luis Carlos Rodrigo Prado, Francisco Tong, Juan Miguel Labarthe, Jorge Trelles, Claudia Vidal and Ivan Plume; and in the Cayman Islands by Janet Francis of Mourant Ozannes.
The special committee of Chariot's board of directors was represented by Rory Cattanach and Mark Wilson of Wildeboer Dellelce LLP.