On January 15, 2025, Filo Corp. completed its previously announced transaction with BHP and Lundin Mining Corporation, whereby BHP and Lundin Mining acquired all outstanding common shares of Filo they did not already own for approximately $4.1 billion. The transaction, conducted via a plan of arrangement, provided Filo shareholders with $33.00 per share or 2.3578 Lundin Mining shares per Filo share, subject to proration. The total cash consideration was capped at approximately $2.767 billion (68.2 percent of the total consideration), and the total share consideration was capped at 92.1 million Lundin Mining shares (31.8 percent of the total consideration). This valuation represented a 32.2 percent premium over the 30-day volume weighted average price prior to the announcement.
Concurrent with the closing of the acquisition, BHP and Lundin Mining formed a Canadian joint venture to develop the Filo del Sol and Josemaria copper-gold projects in Argentina’s Vicuña district, with each company holding a 50 percent interest in the JV.
The deal was supported by financial opinions from BMO Capital Markets and National Bank Financial. Legal advisors included Blake, Cassels & Graydon LLP for Filo, Stikeman Elliott LLP for BHP, and Cassels Brock & Blackwell LLP along with Sullivan & Cromwell LLP for Lundin Mining.
The Stikeman Elliott team consisted of Jay Kellerman, Ivan Grbešić, John Ciardullo, John Laffin, Christian Brands, Meaghan Jones, Joseph Bricker (M&A/Securities/Corporate); Elizabeth Breen, Donald Belovich and Matthew Lee (Joint Venture); Precia Darshan, Bita Ghiasi, Anabel Hallewell, Ian Gilliland, Asha Gordon, Jaskaran Lamba (Corporate); Michael Kilby, Peter Flynn and Kirsten Cirella (Canadian Regulatory), Kathleen Chevalier and Khalfan Khalfan (Employment); Patrick Welsh (Environmental); Patrick Duffy (Indigenous); Jeilah Chan and Jonathan Auerbach (IP); Natasha vandenHoven and Sagar Darar (Pensions and Benefits).
The Cassels team included Mark T. Bennett, Jen Hansen, Jonathan J. Chandler, Stefan Politano, Sean Baraich, Joel Matson, Sherry Rath, Davit Akman, Lauren Grossman, Jennifer Wasylyk, David Budd, Zahra Nurmohamed, Tera Li Parizeau, Jocelyn Arnason, Laurie Jessome, Michelle McKinnon, and Steven Kennedy.