Jilin Jien Nickel and Goldbrook Ventures Acquire Canadian Royalties for $192M

On January 12, 2010, Jilin Jien Nickel Industry Co., Ltd. and Goldbrook Ventures Inc. completed the acquisition of Canadian Royalties Inc. (formerly listed as TSX:CZZ and CZZ.DB) pursuant to an all-cash take-over bid for all of the outstanding common shares and 7 per cent convertible senior unsecured debentures due March 31, 2015 of Canadian Royalties. The take-over bid was made through Jien Canada Mining Ltd. (Jien Canada), a jointly owned subsidiary of Goldbrook and Jilin Jien.

The take-over bid was initially launched by Jien Canada on August 10, 2009. On October 15, 2009, Jien Canada and Canadian Royalties entered into a support agreement whereby Canadian Royalties agreed to support the transaction in exchange for, among other things, an increase in the offer prices to $0.80 in cash per share and price of $800 per $1,000 principal amount of debentures, plus accrued and unpaid interest up to, but excluding, the date the debentures were taken up under the take-over bid. Total cash consideration in the take-over bid was approximately $192 million (including accrued interest on the debentures). As of the final expiry of the take-over bid on November 24, 2009, Jien Canada acquired, or already owned, 85.36 per cent of the outstanding shares and 72.66 per cent of the outstanding debentures.

Jien Canada acquired the remaining debentures pursuant to a redemption notice effective December 29, 2009. The remaining shares were acquired by Jien Canada pursuant to the plan of arrangement under the provisions of the Canada Business Corporations Act.

Blake, Cassels & Graydon LLP acted as counsel to Jien Canada and Goldbrook Ventures Inc., with a team that included Bob Wooder, Olen Aasen, Ryan Goodman, Denis Silva (corporate and securities); Bruce Sinclair and Kevin Zimka (tax); Jason Gudofsky (competition) and Sean Boyle (litigation).

Gowling Lafleur Henderson LLP acted for Jilin Jien with a team that included Michael Boehm, Brett Kagetsu and Lei Huang (corporate and securities); Brent Kerr (tax); Henry Brown (Investment Canada) and William Vanveen (competition).

Jien Canada's US legal representation was provided by Shearman & Sterling LLP with a team consisting of Christopher Cummings, Hugo Sin and Anil Kalia.

Canadian Royalties Inc. was represented by its in-house counsel Luciana Zannella together with a team from Groia & Company Professional Corporation that included Joseph Groia and Kellie Seaman. Fraser Milner Casgrain LLP acted for the Special Committee of the Board of Directors of Canadian Royalties Inc. with a team led by John Sabine and Sander Grieve that included Linda Misetich, Ralph Shay, Timothy Banks, Abbas Ali Khan, Melissa Ghislanzoni and Peter Danner (corporate and securities) and Zahra Nurmohamed (tax).


Sander Grieve William L. Vanveen Henry S. Brown Kevin Zimka Zahra Nurmohamed Timothy M. Banks Melissa L. Ghislanzoni Ryan A. Goodman Jason L. Gudofsky Joseph Groia Michael S. Boehm Bob J. Wooder Linda E. Misetich Dann Denis Silva Sean K. Boyle Peter Danner Christopher J. Cummings Abbas Ali Khan Brett A. Kagetsu Ralph H. Shay Kellie Seaman John W. Sabine Olen Aasen


Gowling WLG Shearman & Sterling LLP Groia & Company Professional Corporation Dentons Canada LLP Blake, Cassels & Graydon LLP