K&L Gates LLP acted on the merger by way of a scheme of arrangement between CGA Mining Ltd. and B2Gold Corp. valued at C$1.1 billion. The transaction, which is an all-stock deal, was announced on September 19, 2012, and successfully completed today.
A longstanding client of K&L Gates, CGA is a mining company focused on exploring, developing, and operating resource opportunities throughout the world, with its principal asset being the Masbate Gold Mine in the Philippines.
B2Gold Corp. is a Vancouver-based gold producer with two mines in Nicaragua and a strong portfolio of development and exploration assets in Nicaragua, Colombia, Namibia, and Uruguay.
K&L Gates Perth partner Simon Salter stated: “It has been a pleasure to assist CGA in its merger with B2Gold. We have acted on all the significant transactions and capital raisings events for the company since the acquisition of the Masbate interests in 2006, so it is very pleasing to see a successful outcome to the merger. The transaction means CGA shareholders receive 0.74 common shares of B2Gold for every CGA share they hold, indicating a value of C$3.18 per share, based on B2Gold’s closing share price of C$4.30 on the day prior to announcement of the merger.”
“The transaction had particular legal significance in that it was the first time that an Australian Court had permitted foreign beneficial holders to be counted for the requisite shareholder voting majority required for the approval of a scheme of arrangement,” said K&L Gates Perth partner Adam Levine. “This is of particular relevance to mergers involving Australian-listed companies with a significant North American register because the practice in those jurisdictions is for most shareholders to have their shares registered in the name of a nominee. This can lead to uncertainty that the compulsory majority vote requirements for a scheme will be satisfied. The precedent established in this transaction means that an Australian court can be persuaded to exercise its discretion to count both the presence and votes of North American beneficial holders of shares in the requisite majorities.”
Also assisting on the merger were counsel Clare Power and lawyers Natalie Collins, David Cinque, and Jade Concei, all from the firm’s Perth office.
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