Galaxy Resources Limited, through a Canadian wholly owned subsidiary, acquired Lithium One Inc. by way of court approved plan of arrangement. Pursuant to the arrangement, holders of common shares (“Shareholders”) of Lithium One (the “Common Shares”) received 1.96 common shares of Galaxy (“Galaxy Shares”), in exchange for each issued and outstanding Common Share. Certain eligible Shareholders elected to receive all or a part of their consideration in the form of exchangeable shares in lieu of the Galaxy Shares, to allow such Shareholders to potentially benefit from a deferral of capital gains tax consequences. Holders of options to acquire Common Shares (“Options”), received that number of Galaxy Shares per Option equal to the product determined by multiplying 1.96 by the quotient of (a) the positive difference between $1.55 and the exercise price of such Option divided by (b) $1.55, and holders of convertible notes of the Company (“Notes”) received a convertible note of Galaxy in exchange for each issued and outstanding Note as well as all interest accrued on such Notes. The value of the deal is approximately $112 million.
Galaxy Resources Limited was represented by Fasken Martineau DuMoulin LLP with a team comprising Martin Gagne, Peter Villani, Richard Steinberg, Kimberley Okell, Daye Kaba and Monica Dingle (mining and securities); Alain Ranger (tax) and Christine Tabbert (litigation). Galaxy Resources Limited's Australian counsel was Allion Legal with a team comprising Philip Lucas, Stuart Mengler, Lucas Vosch and Chris Rosario (securities).
Lithium One Inc. was represented by Blake, Cassels & Graydon LLP with a team comprising of Bob Wooder, Kathleen Keilty, Amanda Willett, Mischa Zajtmann, Kyle Misewich (securities); Bruce Sinclair, Kevin Zimka (tax); Seumas Woods, Ryan Morris (litigation) and Jason Gudofsky (competition). Lithium One Inc.'s Australian counsel was Allen & Overy with a team comprising Geoff Simpson, Jessica O'Hara, Meredith Campion, Carly White and Angela Becker (securities). Lithium One Inc.'s US counsel was Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team comprising Christopher Cummings, Anat Aronowicz (securities), David Mayo and Kate Belzberg (tax).