공시 • Jan 16
BHP Investments Canada Inc. and Lundin Mining Corporation (TSX:LUN) completed the acquisition of remaining 93.7% stake in Filo Corp. (TSX:FIL) from Nemesia S.À R.L. and others.
BHP Investments Canada Inc. and Lundin Mining Corporation (TSX:LUN) entered into a definitive agreement to acquire remaining 93.7% stake in Filo Corp. (TSX:FIL) from Nemesia S.À R.L. and others for CAD 4.1 billion on July 29, 2024. Under the terms of the Transaction, Filo shareholders, excluding BHP and Lundin Mining, will receive total consideration of approximately CAD 4.1 billion, representing CAD 33.00 per Filo Share. Filo shareholders will be able to elect to receive the consideration as either (i) CAD 33.00 in cash per Filo Share or (ii) 2.3578 Lundin Mining shares per Filo Share, or some combination of cash and shares, subject to proration. The total cash consideration will be subject to maximum cash consideration of approximately CAD 2,767 million (representing 68.2% of the aggregate total consideration). The total share consideration will be subject to maximum share consideration of 92.1 million Lundin Mining Shares (representing 31.8% of the aggregate total consideration). As part of the acquisition, BHP Investments Canada Inc. and Lundin Mining have agreed to jointly acquire the two copper deposits Filo del Sol and Josemaria located in the same San Juan province of Argentina as Los Azules. Shareholders that do not make an election will be deemed to have elected to receive cash consideration. On closing of the Transaction, Filo shareholders are expected to own approximately 11% of Lundin Mining, on a fully diluted basis. The Arrangement Agreement includes a termination fee of CAD 135 million, payable by Filo, under certain circumstances and a reverse termination fee of CAD 135 million, payable by the Purchaser Parties, under certain circumstances. Lundin Mining’s share of the consideration for the Filo Acquisition is approximately CAD 2,148 million, consisting of up to CAD 859 million in cash and CAD 1,289 million in Lundin Shares. On closing of the Filo Acquisition, Lundin Mining and BHP will each own 50% of Filo.
The Transaction will be carried out by way of a court approved plan of arrangement under the Canada Business Corporations Act and will require approval by 662/3% of the votes cast by Filo shareholders, regulatory approvals including approval by the TSX, and the admission to trading of the new Lundin Mining shares,in connection with the transactions contemplated by this Agreement, either (a) the applicable waiting period under section 123(1) of the Competition Act shall have expired or been terminated in accordance with subsection 123(2) of the Competition Act or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with subsection 113(c) of the Competition Act, and the Commissioner shall have issued a No Action Letter and other customary closing conditions for transactions of this nature. The Filo Acquisition, Josemaria Transaction and formation of the Joint Venture are inter-conditional, whereby completion of each transaction is dependent on completion of each of the other transactions. The directors and officers of Filo, in addition to certain securityholders, including Nemesia S.à.r.l, a private company controlled by a Trust settled by the late Adolf H. Lundin, owning in aggregate approximately 35% of Filo’s voting securities have entered into voting support agreements pursuant to which they have agreed to vote all the securities they own or control in favour of the Transaction. A special committee comprised of independent directors of Filo (the “Special Committee”) unanimously recommended the Transaction to the board of directors of the Company (the “Filo Board”). The Filo Board unanimously determined that the Transaction is in the best interest of the Company, approved the Transaction and recommended that the Company’s shareholders vote in favour of the Transaction, all subject to the terms and conditions contained in the Arrangement Agreement. A special committee of independent Directors of Lundin Mining unanimously recommended that the Board of Directors of Lundin Mining approve the Filo Acquisition, the Josemaria Transaction, the Filo Share Placement and the entering into of the Arrangement Agreement. The Transaction is expected to be completed in the first quarter of 2025. As of August 26, 2024, Ontario Superior Court of Justice (Commercial List) (the “Court”) has issued an interim order regarding the arrangement. The anticipated hearing date for the application for the final order of the Court is October 2, 2024. Shareholders of Filo Corp. at the special meeting of Shareholders held on September 26, 2024, approved the transaction. On October 8, 2024, Filo Corp. announced that it has obtained a final order from the Ontario Superior Court of Justice approving the transaction. As of January 6, 2025, the deadline for registered shareholders of the issued and outstanding common shares of Filo and for holders of stock options of Filo to make elections in respect of the consideration receivable pursuant to the Arrangement is 5:00 P.M. on January 9, 2025. As of January 6, 2025 Filo obtained all key regulatory approvals required to complete the transaction and the Arrangement will close on or about January 15, 2025.
BMO Capital Markets and National Bank Financial acted as fairness opinion provider to the special committee. BMO Capital Markets is acting as financial advisor to Filo. Trisha Robertson of Blake, Cassels & Graydon LLP is acting as legal advisors to Filo. Mark T. Bennett, Jen Hansen, Jonathan J. Chandler, Stefan Politano, Davit Akman, Lauren Grossman, Jennifer Wasylyk, David Budd, Zahra Nurmohamed, Tera Li Parizeau, Laurie Jessome, Michelle McKinnon and Steven Kennedy of of Cassels Brock & Blackwell LLP and Werner Ahlers, Jonathon Hannah, Virginia Cueva,Matt Friestedt,Mark Schenkel,Adam S. Paris,Michael Rosenthal,Justin R. Gibbs,Alan Fishman and Matt Brennan of Sullivan & Cromwell are acting as legal advisors to Lundin Mining. Rothschild & Co has provided a fairness opinion to the Board of Directors of Lundin Mining and Morgan Stanley Canada Ltd. has provided a fairness opinion to the Lundin Mining special committee. Lundin Mining has retained Rothschild & Co as financial advisor. Morgan Stanley Canada Limited is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting as legal counsel to the special committee of the Lundin Mining Board of Directors. TD Securities Inc. is acting as financial advisor to BHP with John Ciardullo of Stikeman Elliot LLP acting as legal counsel. and June S. Dipchand and Ryan J. Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Filo Corp. Computershare Investor Services Inc. acted as depositary bank to Filo. Computershare acted as transfer agent and depository to Filo Corp. Leonardo G. Rodriguez,Maria Macarena Garcia Mirri, Francisco Abeal, Santiago del Rio, Diego Kelly, Juan M. Lopez Mañan, Ignacio Sanchez Echague, and Luciana Virgile of Marval, O'Farrell & Mairal acted as legal advisor to BHP Investments Canada.
BHP Investments Canada Inc. and Lundin Mining Corporation (TSX:LUN) completed the acquisition of remaining 93.7% stake in Filo Corp. (TSX:FIL) from Nemesia S.À R.L. and others on January 15, 2025.
