Blake Dawson has acted for JSC Atomredmetzoloto (ARMZ), a Russian-based uranium mining company, on a revised scheme of arrangement to acquire Mantra Resources Limited, advised by Hardy Bowen.
Blake Dawson initially advised ARMZ in relation to its acquisition of Mantra, a uranium exploration company with interests in Tanzania, and on 15 December 2010 ARMZ and Mantra entered into a Scheme Implementation Agreement (SIA) under which ARMZ would acquire all of the Mantra shares on issue for $8.00 per share, valuing Mantra at $1.16 billion.
However, on 16 March 2011 ARMZ gave notice to Mantra that it considered that the series of incidents at the nuclear power plant in Fukushima, Japan, were likely to have a material adverse effect on Mantra and thus gave notice that the material adverse condition precedent would not be fulfilled.
When Mantra announced this on ASX and SEDAR its share price fell 34 per cent in one day.
Mantra announced today (22 March) that it had agreed to a revised transaction with ARMZ under which ARMZ will acquire all of the shares in Mantra, under a scheme of arrangement, for $6.87 cash per share and a special dividend of $0.15 per share, valuing Mantra at $1.02 billion.
The revised SIA does not contain a material adverse change condition.
According to Blake Dawson, the revised transaction has the unanimous support of the Mantra Board and Highland Park S.A., Mantra's largest shareholder, has entered into an Amended Standstill Agreement with ARMZ and has reconfirmed its intention to vote in favour of the scheme in the absence of a superior proposal.
Along with the execution of the amendment to the SIA, Uranium One (advised by Allens Arthur Robinson) and ARMZ have entered into an Amended and Restated Option Agreement for Uranium One to acquire Mantra under a Put/Call Agreement. The agreement will provide Uranium One with the benefit of the revised price of $6.87 and additional flexibility in exercising the option to acquire Mantra.
Blake Dawson said that the work on the triggering of material adverse change condition and the negotiations on the revised transaction required the Blake Dawson teams in corporate, litigation and tax in Sydney, Melbourne and Perth to work together almost continuously from 15 March until the revised transaction documents were signed today.
Mark Stanbridge led the team, which also comprised Bruce Dyer, Wen-Ts'ai Lim, Stuart Dullard, Amanda Lees and Ben Langford.
Stikeman Elliot acted as ARMZ's Canadian legal adviser, FB Attorneys was ARMZ's Tanzanian legal adviser and Miranda Correia Amendoeira & Associados was ARMZ's Mozambique legal adviser.
Blake, Cassels & Graydon LLP acted as Mantra's Canadian legal adviser while IMMMA Advocates (DLA Piper Group) acted as Mantra's Tanzanian legal adviser.
Faskens Martineau LLP acted as Uranium One's Canadian legal adviser while Rex Attorneys acted as Uranium One's Tanzanian legal adviser.
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