Deal: Clayton Utz is advising Gindalbie on its demerger of a wholly-owned subsidiary and simultaneous acquisition by its major shareholder, Ansteel Group.

Value: $39 million

Area: Mining, M&A, Corporate

Key players: Clayton Utz corporate partner Mark Paganin and special counsel Stephen Neale are leading the team, with support from lawyers Benjamin Depiazzi and Matthew Johns.

Norton Rose Fulbright’s team was led by corporate M&A partners James Stewart and Andrew Fisken with Roger Hawkins, Natasha Dhillon-Penner, Lillian Chau, Sahar Rostabeik and Carol Sin.

Deal significance: Norton Rose Fulbright has noted that the Ansteel Group and Gindalbie Metals have previously engaged in a joint venture, the Karara Iron Ore Project.

The first transaction will see the demerging of Gindalbie’s wholly-owned subsidiary, Coda Minerals, Clayton Utz has explained.

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The second will be Gindalbie’s acquisition by its Chinese joint venture partner and major shareholder, Angang Group Hong Kong (Holdings) Limited (Ansteel), which Norton Rose Fulbright has been involved in.

Announced to the market last week, the transactions are to be implemented by way of two inter-conditional schemes of arrangement, Clayton Utz said.

Under the transaction agreements, Gindalbie has agreed to propose the demerge scheme to demerge Coda through a capital reduction, which, if implemented, will see the company’s shareholders receive a pro-rata distribution of Coda shares at a ratio to be confirmed, the firm explained.

It also noted that under the acquisition scheme, Ansteel has agreed to acquire all remaining Gindalbie shares it does not already own for cash consideration of $0.026 per share.

Each scheme will be subject to a number of regulation considerations, which will include Gindalbie shareholder approval, the court, Foreign Investment Review Board, and Chinese regulatory approval.

Clayton Utz said the acquisition scheme consideration values Gindalbie’s fully diluted equity at about $39 million.

Norton Rose Fulbright’s team advised Ansteel Group on the negotiation of the acquisition, due diligence and FIRB (FIRB) application, as well as demerger transaction documents.

Commenting on the deal, NRF partner James Stewart said, “We are delighted to have brought a team of lawyers with cross-border M&A experience in Asia-Pacific to advise Ansteel Group on this transaction.

“The deal involved many moving parts, including a simultaneous merger and demerger across Australia, China and Hong Kong, a review from FIRB, and an important cross-cultural communication facilitated by our fluent mandarin-speakers.”