First Quantum Minerals Ltd. (“First Quantum” or the “Company”) and its wholly-owned subsidiary FQM (Akubra) Inc. (together, the “Offeror”) announced that, as of 5:00 p.m. EST on April 1, 2013, a total of 65,206,044 common shares of Inmet Mining Corporation (“Inmet”), representing 92.74 per cent of the outstanding Inmet shares (on a fully diluted basis), had been validly tendered to the Offeror's offer (the “Offer”) to acquire all of the outstanding shares of Inmet.
Inmet shareholders who elected: (a) the cash and share alternative, received $36 in cash and 1.6484 common shares of First Quantum per Inmet share; (b) the share alternative, received 3.2967 common shares of First Quantum per Inmet share; and (c) the cash alternative, received $36.62 in cash and 1.6199 common shares of First Quantum, subject in each case to adjustment for fractional shares and to confirmation of the number of Inmet shares validly tendered pursuant to Notices of Guaranteed Delivery.
The Offeror subsequently acquired the balance of the Inmet shares not tendered to the Offer, by way of compulsory acquisition, as more fully described in the Offer circular. The Notice of compulsory acquisition was mailed to Inmet shareholders who did not tender their shares within days of the Offer's expiration, encouraging shareholders to review, complete and return the Notice of Compulsory Acquisition, so as to receive payment for their shares. Following the completion of the compulsory acquisition, Inmet was amalgamated into FQM (Akubra) Inc.
First Quantum Minerals Ltd., headquartered in Vancouver, British Columbia, is a mining and metals company.
Fasken Martineau DuMoulin LLP acted as lead counsel to First Quantum Minerals Ltd. with a team that included: John Turner, Dan Batista, Richard Steinberg, Brad Freelan, Jessica Catton, Susan Newell, Francesco Tallarico, Jennifer Mitchell, Jeffrey Gebert, Alex Nikolic, Daye Kaba and Andrew Teehan (securities and M&A); Douglas New, Huy Do and Juho Song (competition); Tom Barlow, Dan Brock and Claudia Feldkamp (government relations); Chris Steeves (tax); Sam Rickett, David Hausman, Brad Moore and Shelley Babin (litigation); and Ralph Nero (labour and employment).
McCarthy Tétrault LLP also represented First Quantum with a team that included Mark Frewin (lead) and Reena Modha, both of whom are no longer with the firm.
Torys LLP acted as lead counsel to In-met Mining Corporation with a team that included: James Scarlett, Chris Fowles, (Ricco) A.S. Bhasin, Josh Lavine, Morgan Crockett, Harry Cherniak and Marko Trivun (M&A); Jay Holsten and Omar Wakil (competition); James Tory and Andrew Gray (litigation); Jessica Bullock (employment); John Unger (Canadian tax); David Mattingly and Cecile Antier (U.S. tax), and Andy Beck (U.S. securities).
Osler, Hoskin & Harcourt LLP acted as independent counsel to the Special Committee of Inmet Mining Corporation with a team that included Jean Fraser, Jeremy Fraiberg and Alex Gorka.
Goodmans LLP is Canadian counsel to Leucadia National Corporation, Inmet Mining Corporation's largest shareholder, with a team that included partners Jonathan Lampe and Bob Vaux (corporate/M&A).
In addition to P.J. Himelfarb and Adé Heyliger, the US Weil, Gotshal & Manges LLP team that advised First Quantum included Jay Tabor (M&A - Dallas); Kimberly Blanchard (tax - New York); Max Goodman (tax counsel - New York); Sarah Gordon (tax - New York), and Amy Roman (corporate - Dallas).