Firms: Ashurst (Sirius Resources NL); Herbert Smith Freehills (IGO)
Deal: Sirius and IGO have entered into a Scheme Implementation Deed by which IGO will acquire all the issued capital of Sirius. Sirius will undertake a demerger of its Polar Bear and Scandinavian assets, including the recently discovered Baloo gold deposit.
Shareholders will also benefit from retaining exposure to Sirius’ world-class Nova-Bollinger nickel/copper development project, which is fully financed, currently under construction and remains on track to be generating significant cash flow from 2017.
Value: $1.8 billion, with the IGO/Sirius MergeCo valued at $2.7 billion
Key players: Ashurst corporate partner Roger Davies (pictured) led the deal, with support from partner Adam Conway.
Deal significance: Through the use of a complex transaction structure involving inter-conditional acquisition and demerger schemes of arrangement and a capital reduction, Sirius has achieved a good outcome for its shareholders, including retaining an interest in the Nova-Bollinger project, gaining exposure to a dividend-paying production company in IGO, as well as an ongoing interest in certain of Sirius' exploration assets through S2 Resources, a new vehicle to be listed on the ASX.
"This represents the culmination of Sirius' strategy in relation to its world-class Nova-Bollinger project,” said Mr Davies.
"It has been a pleasure to again assist Sirius with such a complex and transformational deal, which used a novel transaction structure to achieve the desired commercial outcomes and maximise shareholder value."