The merger is taking place through a scheme of arrangement, due to be completed by mid-2008. The new combined company, as yet unnamed, will be the third largest Australian, diversified, mining company (after only BHP Billiton and Rio Tinto), and a top-25 ASX company with a market capitalisation of $12 billion.
The new company will have operation and exploration projects across Australia, Canada, Laos and Indonesia, as well as being the world’s second largest zinc producer and a significant producer of copper, lead, gold and silver.
The merger is unusual in that it will be a “merger of equals”, Allens said, noting that shareholders of Zinifex and Oxiana will each own 50 per cent of the shares in the merged company following the completion of the deal.
The Allens team advising Zinifex, comprising Craig Henderson, Paul Cantale and Paul Washington, assisted the company’s general counsel, Francesca Lee with all aspects of the transaction, while Clayton Utz advised Oxiana.
According to Henderson, a lot of effort went into ensuring that that the new enterprise would combine the best elements of the two predecessor companies.
“The deal documentation provides for complementary assets and expertise within the two companies to be combined in a new company group,” Henderson said.
“The expertise and management capability within the two companies will be available to the new group and all members of the current boards will belong to the new board of the merged company.”