Firms: Ashurst (Sibanye Gold Limited); Allen & Overy and Linklaters (Aquarius)
Deal: Acquisition of Aquarius Platinum by Sibanye Gold
Value: $413 million
Key players: Ashurst partners included Roger Davies (Perth) and Robert Ogilvy Watson (London). The Allen & Overy lead partner on the deal was Meredith Campion, supported by senior associates Jessica O’Hara and James Nicholls.
Deal significance: Sibanye is the largest individual producer of gold from South Africa and is one of the 10 largest gold producers in the world.
Aquarius Platinum Group (Aquarius) is an independent primary producer of the platinum group metals, with assets in South Africa’s PGM-bearing mineralised zone, the Bushveld Complex and the Great Dyke Complex in Zimbabwe.
According to a release from Ashurst, Sibanye will acquire all of the issued capital of Aquarius by way of an amalgamation regulated by the Bermuda Companies Act (Amalgamation).
The Amalgamation values Aquarius at US$294 million (approximately AU$413 million), representing a 62 per cent premium to Aquarius's one-month VWAP.
Subject to a favourable opinion by the Independent Expert, the Cobra board will recommend the Amalgamation to shareholders. Pursuant to Bermuda law and Aquarius's by-laws, the Amalgamation requires the approval of a simple majority (50 per cent +1) of the votes of Aquarius shareholders to proceed.
Sibanye was listed in 2013 after being demerged from Gold Fields Limited (South Africa). Since its inception, Sibanye has focused exclusively on gold operations in South Africa.
Sibanye has recently embarked on a strategy to expand its operations into the platinum group metals (PGM) sector, at what it considers an advantageous moment in the price cycle (the platinum price having declined by around 30 per cent during 2015).
On 9 September 2015, Sibanye announced the acquisition of the significant Rustenburg PGM operations from Anglo American Platinum for at least ZAR4.5 billion (approximately AU$460 million), acquiring a resource of more than 88 million ounces of platinum-group metals.
“This represents a major milestone in Sibanye's expansion as a leading producer of platinum group metals,” said Mr Davies.
“The matter has been truly cross-border – Sibanye being a South African company listed on JSE and NYSE, and Aquarius a Bermuda incorporated company listed on ASX, JSE and LSE.”
Aquarius, meanwhile, is listed on the London Stock Exchange, the Australian Stock Exchange and the JSE Limited in South Africa.
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