Hecla Mining Company (“Hecla”), the largest and lowest-cost primary silver producer in the US, acquired Aurizon Mines Ltd. (“Aurizon”) in a transaction valued at $796 million. Aurizon owns and operates the Casa Berardi Gold Mine in north-western Québec.
The transaction took the form of a plan of arrangement and was the result of a contest for control initiated by an unsolicited take-over bid launched by Alamos Gold Inc. on January 14, 2013. Hecla paid a combination of cash and shares to the shareholders of Aurizon. After proration, Hecla issued an aggregate of 56,997,790 shares and paid total cash consideration of $514.5 million. The cash consideration was funded, in part, by a US$500-million private placement of senior notes by Hecla in the United States, Canada and elsewhere.
Hecla was represented in these transactions by vice president and general counsel David Sienko and senior counsel Michael Clary. In Canada, Hecla was represented by Cassels, Brock & Blackwell LLP with a team including Gordon Chambers, Jeffrey Roy, Pollyanna Lord, Nicole Washington, Alexander Pizale, Andrew Spencer and Carolyn Stroz (mining/securities); Ken Snider and Matthew Peters (tax); Chris Hersh and Imran Ahmad (competition and Investment Canada); Wendy Berman (litigation) and Jason Arbuck and Peter Sullivan (lending). Stephen Schachter, QC, of Nathanson, Schachter & Thompson LLP, acted as special litigation counsel to Hecla in British Columbia. In the United States, Hecla was represented by K&L Gates LLP with a team including Donald Bingle and Craig Walker (corporate/securities); Scott Mendel and Kenneth Knox (antitrust) and Emily Popp (corporate/securities) in Chicago; Kevin Connelly (corporate/securities) in Spokane, and Andrew Zuccotti (tax) in Seattle.
Aurizon was represented by DuMoulin Black LLP with a team including Jason Sutherland, Corey Dean and Douglas Seppala, and by Blake, Cassels & Graydon LLP with a team including Bob Wooder, Kathleen Keilty, Sean Boyle, Alex Luchenko, Kevin Zimka and Jason Gudofsky. Aurizon was represented in the United States by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Chris Cummings, Adam Givertz, Christian Kurtz and Tim Phillips (corporate); David Mayo and Chris Garos (tax) and Didier Malaquin (antitrust).