On July 13, 2009, Western Coal Corp. completed its acquisition of Cambrian Mining Plc, by way of a scheme of arrangement under UK laws, under which Western acquired all of the issued and outstanding shares of Cambrian. Under the scheme of arrangement, a total of 88,625,764 shares of Western with a total market value of approximately $160 million on the closing date were issued to Cambrian shareholders in exchange for their Cambrian shares. Cambrian is a UK-based mining company that holds interests in metallurgical and thermal coal mines in West Virginia, a thermal coal mine in the UK and a gold and antimony operation in Australia.
Western was represented by Greg Jones, its corporate counsel and secretary, and by Lawson Lundell LLP, with a team led by Michael Lee and that comprised Anthony Ryan, Randall Chatwin, Lana Shipley and David Gedge (corporate and securities); Kenneth Flowers and Mandeep Dhaliwal (banking); Leonard Glass (tax) and Valerie Mann (competition). James Mee, Christopher Newsholme, Gwyneth Macaulay and Karen Hendy of Reynolds Porter Chamberlain LLP acted as UK counsel to Western. Elizabeth Lord and Jessica Alsop of Jackson Kelly PLLC acted as West Virginia counsel to Western. The special committee of directors of Western was represented by Bruce McKay of Fraser Milner Casgrain LLP.
Goodmans LLP acted as Canadian counsel to Cambrian with a team that included Michael Partridge, Pollyanna Lord, Grant Coad and Ori Mandowsky (corporate); David Wiseman (banking) and Jon Northup (tax). Trowers & Hamlins LLP acted as UK counsel for Cambrian with a team that included Richard Hildebrand and Nick Harrisingh. Raphael Grunfeld of Carter Ledyard & Milburn LLP acted as US counsel to Cambrian.