CVRD Acquires Canico Resource

On December 8, 2005, Companhia Vale do Rio Doce (CVRD) successfully completed its takeover bid for all of the outstanding common shares of Canico Resource Corp. when approximately 99 per cent of the outstanding common shares of Canico were tendered to the bid for aggregate cash consideration of approximately $933 million or $20.80 per common share. CVRD will acquire the remaining common shares of Canico pursuant to a statutory compulsory acquisition.

The takeover bid was launched on September 15, 2005 on an unsolicited basis. On November 11, 2005, CVRD entered into a support agreement with Canico and a lock-up agreement with certain management shareholders.

CVRD, a Brazilian company headquartered in the city of Rio de Janeiro, Brazil, is the largest metals and mining company in the Americas and one of the largest in the global metals and mining industry, with a market capitalization of approximately US$50 billion. Canico owns the Onça Puma nickel laterite project, a ferro-nickel deposit located in the Brazilian state of Pará.

CVRD was represented by an in-house legal team that included Clovis Torres, and by Stikeman Elliott LLP with a team that included William Braithwaite, John Ciardullo, Amanda Linett and Jennifer Estrela (M&A), Ron Durand, Dean Kraus and Rosemarie Lipman (tax), Sandy Walker (competition) and Neville McClure and Kaila Mikkelsen (corporate).

Canico was represented by Davies Ward Phillips & Vineberg LLP, counsel to the Special Committee of the Board of Directors of Canico, with a team that included Kevin Thomson and Melanie Shishler; and by Gowling Lafleur Henderson LLP, counsel to Canico, with a team that included Louis Montpellier, Cyndi Laval and Brett Kagetsu.