On June 28, 2005, Lonmin Investments Canada Inc. announced the successful completion of its offer to acquire all of the issued and outstanding common shares in the capital of Southern Platinum Corp. The cash offer to acquire the shares of Southern Platinum was made by Lonmin Investments, a wholly owned subsidiary of Lonmin Plc, pursuant to a take-over bid circular dated April 14, 2005.
Lonmin Plc is the third largest and the lowest cost primary platinum producer in the world. Southern Platinum owns 91.5 per cent of Messina Ltd., a company listed on the JSE Securities Exchange that operates the Messina platinum mine (which has been renamed Lonmin Platinum Limpopo) in South Africa.
Lonmin Investments acquired shares of Southern Platinum representing 97 per cent of the issued and outstanding shares and will acquire all shares not tendered to the offer pursuant to a compulsory acquisition transaction. The total cost of the acquisition is US$263 million comprising the equity value of US$190 million, acquired debt of US$58 million and an off-take agreement acquired from Impala Platinum Holdings Ltd. for US$15 million.
Lonmin Plc and Lonmin Investments were represented in Canada by Blake, Cassels & Graydon LLP with teams in London and Toronto led by David Glennie that included Sheila Murray, Carlos Cerqueira and Aaron Palmer (corporate and securities), Crystal Witterick and Ben Little (competition and Investment Canada) and Ron Richler (tax). Cliffe Dekker acted as counsel in South Africa with a team led by Chris Ewing that included Brigitte McGregor (corporate and securities) and Jean Meijer and Natalie Browne (competition). In addition, Bill Groll (corporate and securities) and John Magney and Jay Modrall (competition) of Cleary Gottlieb Steen & Hamilton LLP advised on US securities issues as well as US and EU antitrust matters.
Southern Platinum was represented by its in-house counsel Mike Kritzinger in South Africa, and Fraser Milner Casgrain LLP in Canada with a team led by John Sabine that included Grant Haynen, Sander Grieve and Nicole Brown (corporate and securities), Brian Carr and Grace Pereira (tax) and Tracey Patel (competition and Investment Canada). Gil Cornblum (corporate & securities) and Gabe Gartner (tax) of Dorsey & Whitney LLP provided US advice to Southern Platinum.