Nyrstar Completes $663M Friendly Take-Over of Breakwater Resources

Nyrstar NV completed the acquisition of Breakwater Resources Ltd. (TSX: BWR) for $663 million by way of friendly take-over bid. Nyrstar acquired 82,760,567 common shares of Breakwater representing approximately 92.267 per cent of the issued and outstanding shares of Breakwater that were taken up by Nyrstar. Breakwater shareholders received $7.00 in cash per common share, representing a total value of approximately $619 million to be paid by Nyrstar and a special cash dividend of $0.50 in cash per common share (the “Breakwater Special Dividend”) for a total value of approximately $44 million (€32 million) to be paid by Breakwater for a total transaction value of $663 million (€473 million).

Belgian-based Nyrstar is a leading global multi-metals business, producing significant quantities of zinc and lead as well as silver, gold and copper. Breakwater is a mining, exploration and development company which produces and sells zinc, copper, lead and gold concentrates to customers around the world. Breakwater's concentrate production is derived from three mines in Chile, Honduras and Canada.

Nyrstar was represented by in-house counsel Tina Wu and Kate Mitchell and assisted by external counsel Goodmans LLP with a team led by Allan Goodman and that included Eric Robb, Robert Kallio and Geoff Cowper-Smith (corpo-rate/M&A); Jana Steele (pensions & benefits); Maureen Berry and Mark Biderman (tax); Joel Schachter (Investment Cana-da) and Richard Annan (competition).

Breakwater was represented by Norton Rose OR LLP with a team led by Cathy Singer (securities, corporate/M&A) and that included Eric Reither, Heidi Reinhart and Josie Caldas (securities, corporate/M&A); Adrienne Oliver and Ted Citrome (tax); Ned Steinman (property/mining); Kevin Ackhurst (competition/Investment Canada); Michael Horvat (employment and labour); Richard King (environmental) and Evan Howard (pension & benefits).


Jana Rae Steele Eric P. Reither Mark Biderman Evan Howard Maureen Berry Josie Caldas Robert Kallio Kevin D. Ackhurst Edward N. Citrome Ned A. Steinman Adrienne F. Oliver Richard Annan Joel S. Schachter Heidi Reinhart Richard J. King Eric B. Robb Cathy Singer Allan J. Goodman Geoff Cowper-Smith