Merger Creates World's Frouth Largest Gold Company

In a move which will create the world’s fourth largest gold company with a market capitalization of $5.4 billion, Toronto-based royalty giant Franco-Nevada Mining Corporation Limited and Johannesburg, South Africa-based gold producer Gold Fields Limited announced on June 13, 2000 that their boards of directors have unanimously agreed to unite the two companies through a merger of equals. Each company’s shareholders will own 50 per cent of the combined company, which will be renamed “Gold Fields International Limited”. The transaction will be implemented as a scheme of arrangement under South African law.

Completion of the merger is subject to the approval of 75 per cent of the voting shareholders of Gold Fields, the approval of the South African courts, and a number of South African regulatory approvals, including from the Ministry of Finance, the Securities Regulation Panel and the South African Reserve Bank. The head office of the continuing company will be in Toronto and its executive office will be in Johannesburg.

McCarthy Tétrault, working through both its Toronto and London (UK) offices, quarterbacked an international team of lawyers acting for Gold Fields. The McCarthy Tétrault team included Owen Johnson, Jeremy Oliver, Brian Graves and Jerald Wortsman (tax) in Toronto and Glen Ireland and Rob Brant in London. Also advising Gold Fields were McCarthy Tétrault’s alliance partner, Fried, Frank, Harris, Shriver & Jacobson, and Windels Marx Lane & Mittendorf, LLP in the United States, and Edward Nathan & Friedland Inc. in South Africa. Franco-Nevada’s team was led by Sharon E. Dowdall, its Vice- President and General Counsel, and included Leslie Gord and Ronald Richler (tax) of Smith Lyons. Also advising Franco-Nevada were Holland & Hart LLP in the United States and Brink Cohen Le Roux & Roodt Inc. in South Africa.

Lawyer(s)

Jerald M. Wortsman Brian Graves Leslie T. Gord Robert J. Brant Ronald M. Richler

Firm(s)

McCarthy Tétrault LLP McCarthy Tétrault LLP Canadian Food Inspection Agency