Thomson Geer has advised Western Australia-based gold miner Westgold on its A$1.2 billion merger with Canadian-listed Karora Resources and dual-listing on the Toronto Stock Exchange to create a top five Australian gold producer.
The merger saw Westgold acquire all the shares in Karora in a cash and scrip offer to Karora shareholders via a plan of arrangement under the Canada Business Corporations Act.
The new enlarged Westgold will have a pro forma market capitalisation of approximately A$2.5 billion and bring together the Western Australia mining assets of Westgold and Karora to be capable of producing more than 400,000 ounces of gold per annum. It will also benefit from significant savings through synergies between the companies.
Thomson Geer advised Westgold on all aspects of the transaction including strategy and structuring, regulatory analysis and compliance (including ASX, ASIC, Foreign Investment Review Board and Takeovers Panel), due diligence and documentation, working closely with Westgold’s financial advisor Argonaut PCF and Canadian law firm Stikeman Elliott on Canadian cross border matters.
The Thomson Geer team was led by Partner David Church who said: “It has been a privilege to work with Westgold on this strategically significant merger to create a top five gold producer in Australia. Our multi-disciplinary team worked closely with Westgold’s advisors in Australia and overseas to bring together the merger quickly and efficiently.”
Westgold Managing Director and CEO Wayne Bramwell said: “We are grateful for the expertise David and the Thomson Geer team brought to this merger that creates a significantly larger, unhedged and well-funded Australian gold producer. David’s solutions-oriented approach and ability to work seamlessly across jurisdictions with multiple advisers set him and his team apart.”
David was supported by Energy & Resources Partner Paul Harley, Corporate Partner Michael Ng, Senior Associates Kajal Parmar and Lawrence Ward and members of Thomson Geer’s Employment, Property, Planning and Environment and Litigation teams.