Royal Gold, Inc., a precious metals royalty company, completed its acquisition on February 22, 2010 of all of the outstanding common shares of International Royalty Corporation (IRC), a global mineral royalty company, for a combination of cash and share consideration valued at approximately $700 million.
Franco-Nevada Corporation had commenced an unsolicited offer on December 14, 2009 to purchase all of the outstanding common shares of IRC for $6.75 in cash. Following Franco-Nevada's offer, Royal Gold and its wholly owned subsidiary, Canco, entered into an arrangement agreement with IRC on December 17, 2009, pursuant to which Royal Gold agreed to acquire, by way of a court-approved plan of arrangement, all of the outstanding common shares of IRC.
Royal Gold also entered into voting agreements with each director and officer of IRC and certain other IRC shareholders holding in aggregate approximately 34 per cent of the IRC common shares (on a fully diluted basis) under which such shareholders agreed to vote their IRC common shares and IRC options in favour of the arrangement.
Pursuant to the arrangement, at the election of the IRC shareholders, each common share of IRC would be exchanged for up to $7.45 in cash or 0.1385 common shares of Royal Gold or exchangeable shares of Canco, or a combination thereof, subject to a maximum of US$350 million in cash and a maximum of 7.75 million common shares of Royal Gold or exchangeable shares of Canco. If IRC shareholders elected to receive more than approximately US$314 million in cash, the number of Royal Gold shares and exchangeable shares issued pursuant to the arrangement would be adjusted downward on a pro-rated basis until such cash election reached a maximum of US$350 million.
The arrangement was approved by IRC's shareholders on February 16, 2010. A final order was issued by the Ontario Superior Court of Justice approving the arrangement on February 19, 2010. The offer of Franco Nevada expired on the same date. Royal Gold completed the acquisition on February 22, 2010.
Royal Gold's legal team was led by Bruce Kirchhoff, Vice President and General Counsel of Royal Gold, and Kevin Rohnstock, Associate General Counsel of Royal Gold. Hogan & Hartson LLP acted as US legal counsel to Royal Gold with a team that included Paul Hilton, Keith Trammell, Mark Kurtenbach, Kelly Burgesser and Nathan Good (capital markets and mergers & acquisitions); Robert Mintz and Andrea Ramezan-Jackson (tax); Deborah Staudinger and Sarah Carpenter (finance) and Michele Harrington (competition).
McCarthy Tétrault LLP acted as Canadian legal counsel to Royal Gold with a team that included Graham Gow, Garth Girvan, Brian Graves, Gary Litwack, Ian Michael, Matthew Cumming, Nicola Geary and Daniel Bornstein (mergers & acquisitions/mining); Jerald Wortsman, Andrew Silverman, Mario Abrioux and Julia Lombara (tax); Paul Steep (litigation); Oliver Borgers and Emily Rix (competition); Michel Gagné, Anne-Marie Sheahan and Andrée-Claude Bérubé (environmental); Trevor Lawson (labour & employment) and James Gage and Ryan Stabile (insolvency).
Fasken Martineau DuMoulin LLP acted as Canadian legal counsel to IRC with a team that included Michael Bourassa, Richard Steinberg, Robert Mason, Aaron Atkinson, Nancy Eastman, Daniel Batista, Alex Nikolic, Amanda Fullerton, and Daye Kaba (securities/mining); David Johnson and David Ferris (banking); Samuel Rickett, Christine Tabbert, Murray Braithwaite and David Hausman (litigation); Huy Do (competition); and William Bies, Mitchell Thaw and Peter Vair (tax). Perkins Coie LLP acted as US legal counsel to IRC with a team that included Sonny Allison, Andrew Bor and Tim Fete (mergers & acquisitions and capital markets) and Carl Crow and Neal Hudders (tax).