Deal: Ashurst has advised Hancock Prospecting Pty Ltd on its off-market takeover of Atlas Iron Limited.

Value: Undisclosed

Area: M&A, Corporate

Key players: Ashurst’s team was led by corporate partners Roger Davies and Antonella Pacitti with assistance from Jacob Carmody.

Deal significance: Hancock Prospecting is an Australian owned mining and agricultural business run by executive chairman Gina Rinehart.

The off-market takeover offer was done through Hancock Prospecting’s wholly owned subsidiary Redstone Corporation Pty Ltd.

Atlas Iron is an Australian mining company and iron ore explorer with activity in the Pilbara region.

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In June, Hancock Prospecting announced an all-cash off-market takeover offer to acquire all ordinary shares in Atlas that it did not already have a relevant interest in. The initial offer price was $0.042 per Atlas share. Hancock Prospecting had already accumulated a pre-bid stake in Atlas prior to the launch.

According to an Ashurst statement, “Atlas had previously announced a proposed scheme of arrangement, under which Mineral Resources Limited would acquire all the Atlas shares.”

After MRL’s proposal was announced, Fortescue Metals Group announced it had acquired an aggregate beneficial and economic interest in Atlas of 19.9 per cent with no intention to support the proposal.

Fortescue Metals Group sold down part of its stake in the course of the Redstone offer, accepting Redstone’s offer in respect of the remainder.

Redstone increased its offer price to $0.046 per Atlas share, which was conditional on Redstone’s voting power in Atlas increasing to not less than 87 per cent before the offer’s close.

Redstone achieved voting power of 88.25 per cent in September, which triggered the conditional increase in the offer price. Later, it announced its achieving of relevant interests in Atlas shares of more than 90 per cent, which positioned it “to proceed to compulsory acquisition of the balance”, Ashurst explained.

Commenting on the deal, Roger Davies of Ashurst said the transaction “presented another opportunity for our corporate team to showcase its market leading, public markets capability, and delivered a great outcome for HPPL, not to mention Atlas shareholders, in the process”.

“It is a real privilege to have been entrusted with supporting HPPL on this strategically important, contested and ultimately successful transaction,” he continued.

New board and management appointments were announced for Atlas on 15 October.