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CCCA_V4No2_Col-DealDevelop-FIN.qxd:CCCA_V1No2_Col-News-V1.qxd 4/29/10 3:40 PM Page 45 Royal Gold, Inc. (con’d) AND Details: into voting agreements with each director and officer of IRC and certain other IRC shareholders holding in aggregate approx- imately 34 per cent of the IRC common shares (on a fully diluted basis) under which such shareholders agreed to vote their IRC common shares and IRC options in favour of the Arrangement. The Arrangement was approved by IRC’s shareholders on Feb. 16, 2010. A final order was issued by the Ontario Superior Court of Justice approving the Arrangement on Feb. 19, 2010. The offer of Franco-Nevada expired on the same date. Royal Gold completed the acquisition on Feb. 22, 2010. Date: Closed Feb. 22, 2010. On the Deal: For Royal Gold: In-house by Bruce C. Kirchhoff, Vice President and General Counsel, and Kevin R. Rohnstock, Associate General Counsel; Graham Gow, Garth Girvan, Brian Graves, Gary Litwack, Ian Michael, Matthew Cumming, Nicola Geary and Daniel Bornstein (mergers & acquisitions/mining), Jerald Wortsman, Andrew Silverman, Mario Abrioux and Julia Lombara (tax), Paul Steep (litigation), Oliver Borgers and Emily Rix (competition), Michel Gagné, Anne-Marie Sheahan and Andrée-Claude Bérubé (environmental), Trevor Lawson (labour & employment), and Jamey Gage and Ryan Stabile (insolvency), McCarthy Tétrault LLP; Paul Hilton, Keith Trammell, Mark Kurtenbach, Kelly Burgesser and Nathan Good (capital markets and mergers & acquisitions), Robert Mintz and Andrea Ramezan-Jackson (tax), Deborah Staudinger and Sarah Carpenter (finance), and Michele Harrington (competition), Hogan & Hartson LLP. For IRC: Michael Bourassa, Richard Steinberg, Rob Mason, Aaron Atkinson, Nancy Eastman, Daniel Batista, Alex Nikolic, Amanda Fullerton, and Daye Kaba (securities/mining), David Johnson and David Ferris (banking), Samuel Rickett, Christine Tabbert, Murray Braithwaite and David Hausman (litigation), Huy Do (competition), and William Bies, Mitchell Thaw and Peter Vair (tax), Fasken Martineau DuMoulin LLP. (tax), Paul Steep (litigation), Oliver Borgers and Emily Rix (competition), Michel Gagné, Anne-Marie Sheahan and Andrée-Claude Bérubé (environmental), Trevor Lawson (labour & employment), and Jamey Gage and Ryan Stabile (insolvency), McCarthy Tétrault LLP; Paul Hilton, Keith Trammell, Mark Kurtenbach, Kelly Burgesser and Nathan Good (capital markets and mergers & acquisitions), Robert Mintz and Andrea Ramezan-Jackson (tax), Deborah Staudinger and Sarah Carpenter (finance), and Michele Harrington (competition), Hogan & Hartson LLP. For IRC: Michael Bourassa, Richard Steinberg, Rob Mason, Aaron Atkinson, Nancy Eastman, Daniel Batista, Alex Nikolic, Amanda Fullerton, and Daye Kaba (securities/mining), David Johnson and David Ferris (banking), Samuel Rickett, Christine Tabbert, Murray Braithwaite and David Hausman (litigation), Huy Do (competition), and William Bies, Mitchell Thaw and Peter Vair (tax), Fasken Martineau DuMoulin LLP. PetroBakken Energy Ltd. Details: PetroBakken Energy Ltd. (“PetroBakken”) acquired Berens Energy Ltd. (“Berens”) for $343-million (includ- ing debt). The acquisition was completed pursuant to an amalgamation agreement (the “Amalgamation Agreement”) entered into on Jan. 4, 2010, among Berens, PetroBakken and PetroBakken Acquisition Ltd. (a wholly owned subsidiary of PetroBakken). Pursuant to the Amalgamation Agreement, each holder of a Berens share received one fully paid and non-assessable class A non-voting redeemable preferred share in the amalgamated company for each Berens share held, and that preferred share was immediately redeemed in exchange for a cash payment of $2.70 per share. Date: Closed Feb. 25, 2010. On the Deal: For PetroBakken: In-house by Andrea Hatzinikolas, PetroBakken Corporate Secretary; Andrew Grasby, Andrea Hatzinikolas, PetroBakken Energy Ltd. Adam Sanderman (securities), Robert Nearing (tax), Rick Pawluk (competition law), Kara Levis (competition law), Daniel Sears (banking) and Peter Keohane (oil and gas), McCarthy Tétrault LLP. For Berens Energy Ltd.: Jon Truswell, Scott Bodie (tax), Y. Beth Riley (competition), Karen Keck (securities) and Matthew Olson (securities), Bennett Jones LLP. Thallion Pharmaceuticals Inc. ® Details: Thallion Pharmaceuticals Inc. announced that they signed a definitive agreement to develop and commercialize Shigamabs , a treatment for E. Coli (STEC) infection, with LFB Biotechnologies. Thallion is eligible to receive payments of up to approximately $150- million from LFB, which includes an upfront licensing fee of approximately $2.3-million, funding for substantially all future clinical ® development costs, as well as milestone payments associated with the development, approval and commercial sales of Shigamabs . Date: Announced Feb. 16, 2010. On the Deal: For Thallion Pharmaceuticals Inc.: François Painchaud and Marie-Ève Côté, Leger Robic Richard LLP. For LFB Biotechnologies: In-house by Amandine Pascal and Max Berger. Compiled by Gina Fusco. If you would like to see your company’s deals listed in a future edition of Deals & Developments, send the details to gina.fusco@rogers.com. ÉTÉ 2010 CCCA Canadian Corporate Counsel Association 45