공시 • Dec 24
Paladin Energy Ltd (ASX:PDN) completed the acquisition of Fission Uranium Corp. (TSX:FCU).
Paladin Energy Ltd (ASX:PDN) entered into a definitive arrangement agreement to acquire Fission Uranium Corp. (TSX:FCU) for approximately CAD 1.1 billion on June 22, 2024. The consideration consists of common equity of Paladin Energy Ltd at a ratio of 0.1076 per common equity of Fission Uranium Corp. A termination fee of CAD 40 million is payable by Fission to Paladin if the Agreement is terminated in certain circumstances.
Fission's Board of Directors, following the unanimous recommendation by its special committee of independent directors (the "Special Committee"), and in consultation with Fission's financial and legal advisors, recommends that Fission shareholders vote in favour of the Transaction. The transaction is subject to closing conditions customary in transactions of this nature, including receipt of Investment Canada Act and Competition Act (Canada) clearance, British Columbia court approvals and applicable stock exchange approvals., approval of merger agreement by target board and approval of offer by target shareholders. The deal has been approved by the both parties board. As of July 15, 2024 Paladin-Fission deal receives Canadian Competition Act clearance. As of September 6, 2024, Supreme Court of British Columbia (the "Court") has granted the amendment to the interim order obtained from the Court on July 19, 2024 (the "Interim Order") authorizing the holding of and the matters relating to the conduct of the special meeting of Fission's securityholders. The amended Interim Order provides for a new Meeting date of September 9, 2024, a new Court hearing date for approval of the Arrangement of September 12, 2024, a deadline of September 10 for responses for persons intending to attend the September 12 hearing, and for the exercise of all of the outstanding options of Fission (the "Options"), such that the holders of the Options ("Option holders") would become the holders of the common shares of Fission (the "Shares") issuable upon the exercise of the Options and would be entitled to vote such Shares at the upcoming Meeting on September 9, 2024. The expected completion of the transaction is in the September 2024 quarter. The hearing for the final order approving the transaction began before the Supreme Court of British Columbia on September 13, 2024 and will continue on September 26, 2024. On September 9, 2024, Fission securityholders approved the transaction. As of September 26, 2024, the hearing for the final order before the Supreme Court of British Columbia (the "Court") was completed. CGN Mining Company Limited ("CGN"), a subsidiary of China General Nuclear Power Corp., opposed the Final Order and approval of the Arrangement. The Court's decision in respect of the Final Order is expected in the coming weeks. On October 8, 2024, Fission Uranium announced that it has obtained a final order from the Supreme Court of British Columbia approving the transaction. As on December 18, 2024, Paladin received final clearance from the Minister of Innovation, Science and Industry under the Investment Canada Act. The transaction remains subject only to customary closing conditions and is expected to close by early January 2025.
Cantor Fitzgerald and SCP Resource Finance acted as fairness opinion providers and financial advisors to Fission Uranium Corp. Paladin has engaged Macquarie Capital as financial advisor, Fasken Martineau DuMoulin LLP as Canadian legal advisor and Russell Philip of Corrs Chambers Westgarth as Australian legal advisor. Alexandra Luchenko of Blake, Cassels & Graydon LLP as legal advisor to Fission. Laurel Hill Advisory Group acted as information agent to Fission Uranium and will receive a fee CAD 0.1 million for its services. Computershare Investor Services Inc. acted as transfer agent and depositary bank to Fission Uranium. PricewaterhouseCoopers acted as auditor to Paladin. Computershare Investor Services Pty Ltd. acted as transfer agent and registrar for Paladin.
Paladin Energy Ltd (ASX:PDN) completed the acquisition of Fission Uranium Corp. (TSX:FCU) on December 23, 2024. Fission to de-list Shares from the TSX, with such de-listing expected to be effective at market close (1:00 p.m. EST) on 24 December 2024. As a part of acquisition Ross McElroy will resign and remaining key members of Fission's executive team have indicated their desire to continue on in their current roles. Fission has also applied to delist the Fission Shares from the OTCQX and the Frankfurt Stock Exchange. Paladin has applied to list the Paladin Shares on the Toronto Stock Exchange.