International Mining & Infrastructure Corporation plc (IMIC) completed its acquisition of Afferro Mining Inc. by way of a court-approved plan of arrangement. Under the terms of the arrangement, former holders of Afferro common shares (other than IMIC and any subsidiaries of IMIC) received consideration of £1.20 (CDN $2.09) per Afferro common share, which was satisfied by £0.80 in cash plus a 2-year secured convertible note issued by IMIC with principal amount of £0.40, carrying simple annual interest of 8 per cent payable at maturity. The approximate size of the transaction was $220 million.
Afferro was represented in-house by Narjess Naouar, and by its Canadian counsel Blake, Cassels & Graydon LLP with a team including David Glennie, Jennifer Maxwell, Jacky Sin and Jill Davis (securities); Sean Boyle and Laura Cundari (litigation) and Ron Richler (taxation). Afferro was also represented in the UK by Shepherd and Wedderburn with a team including Clementine Hogarth and Craig Fraser (corporate), and Katie Russell and Gillian Moore (employment) and Stephen Miller (taxation).
IMIC was represented by Cassels Brock & Blackwell LLP in Canada with a team including Jennifer Traub, Jeffrey Roy, Joan Beck, Adria Leung Lim and John Christian (securities and mining), and Matthew Peters and Anna Malazhavaya (taxation). Berwin Leighton Paisner LLP provided advice to IMIC in the UK with a team led by Alexander Keepin and which included Brian Mulkerrins (corporate), Daniel Finch (banking) and Theo Clarke (corporate).