Barrick Gold Acquires Cadence Energy

On September 4, 2008, Barrick Gold Corporation announced that it had acquired more than 94 per cent of the outstanding shares of Cadence Energy Inc., pursuant to a takeover bid to acquire all of the Cadence shares for $6.75 cash per share, for a total price of approximately $410 million. Barrick intends to enter into one or more transactions to enable it to acquire the Cadence shares not tendered to the bid.

Prior to Barrick's announcement of the offer, Cadence had entered into an arrangement agreement with Daylight Resources Trust, pursuant to which Daylight had agreed to acquire Cadence in exchange for trust units of Daylight, cash or a combination of trust units and cash. Barrick's offer represented a 17.4 per cent premium over the implied value of the Daylight offer, based on Daylight's closing price on July 16, 2008. Daylight elected to not exercise its right to match Barrick's offer under the arrangement agreement, and as a result, Cadence terminated the arrangement agreement and paid to Daylight the break fee provided for in the Daylight arrangement agreement.

Following the termination of the Daylight arrangement agreement, Barrick entered into a support agreement with Cadence and lock-up agreements with each of the officers and directors of Cadence, pursuant to which the locked-up shareholders agreed to tender their Cadence shares to Barrick's offer. Barrick commenced its offer on July 30, 2008.

Barrick was represented in-house by David W. Simpson, senior counsel, and Steven Crozier, corporate counsel. Barrick's external counsel was Davies Ward Phillips & Vineberg LLP, with a team that included Kevin Thomson, Gerald Shepherd, Steven Harris, Lisa Damiani and Brooke Jamison (corporate and securities), Geoffrey Turner, Scott Semer and Chris Anderson (tax) and John Bodrug and Chris Margison (antitrust). Fraser Milner Casgrain LLP also acted as Alberta counsel to Barrick, with a team that included Bill Jenkins, Dale Skinner, Michael Rempel and Shannon Ward (corporate) and Miles Pittman (oil and gas).

Cadence was represented by Burnet, Duckworth & Palmer LLP, with a team that included Grant Zawalsky, Shannon Gangl and Michael Ervin (corporate and securities); Jeff Fortin (tax); Gina Ross (employment); John Wilmot and Nancy Smith (banking); Jody Wivcharuk (antitrust); and Daniel McDonald, QC, Michael Donaldson, Jennifer Varzari and Sonya Morgan (litigation).


David W. Simpson Scott Semer Grant A. Zawalsky Sonya Morgan Christopher Margison Jeff Fortin Jody L. Wivcharuk Shannon K. Ward Gerald D. Shepherd Miles F. Pittman Lisa Damiani Steven M. Harris Shannon M. Gangl Michael J. Donaldson Jennifer Varzari Brooke Jamison William K. Jenkins Daniel J. McDonald Nancy D. Smith Michael R. Rempel John A. Wilmot Stephen E. Crozier Dale E. Skinner Kevin J. Thomson Christopher Anderson Geoffrey S. Turner Gina A. Ross John D. Bodrug


Davies Ward Phillips & Vineberg LLP Dentons Canada LLP Burnet, Duckworth & Palmer LLP