Addax's $1.604B Acquisition of Gabon Assets from Pan-Ocean Energy

On September 7, 2006, Addax Petroleum Corporation completed the acquisition of two wholly owned subsidiaries of Pan-Ocean Energy Corporation, which conduct Pan-Ocean's oil and gas business in Gabon, West Africa, for a payment of $1.604 billion. The funds were used by Pan-Ocean to repurchase its outstanding Class A multiple-voting shares and Class B subordinate-voting shares pursuant to a scheme of arrangement under the laws of Jersey, Channel Islands, where Pan-Ocean is incorporated. Through the acquisition, Addax becomes the largest independent oil and gas company in West Africa. The overall transaction involved legal and regulatory issues in Canada; Jersey, Channel Islands; Gabon; Mauritius; the United Kingdom and BVI, and included five separate, consecutively run shareholder meetings of Pan-Ocean as well as two applications before the Royal Courts of Jersey.

The Addax team was led by David Codd, chief legal officer, utilizing Fasken Martineau DuMoulin LLP in Toronto, Calgary and London. John Turner coordinated Fasken Martineau's legal work, which involved teams on corporate M&A, equity financing and debt financing. The corporate M&A team consisted of Richard Peters, John Sabetti, Jason Mudge, Krisztian Toth and Dan Rankin; the corporate finance team was led by John Elias. A syndicate of banks led by BNP provided debt financing to Addax. Addax was represented by Keith Wilson, Will McCallum and Hayley Buckley of the London office of Paul Hastings, Janofsky & Walker LLP and by Clive Chaplan, Sara Johns, Martin Le Boutillier and Matthew Gilley of the Jersey office of Ogier. The bank syndicate was represented by Herbert Smith LLP and Pan-Ocean's lenders, including a syndicate led by Standard Bank, were represented by Vincent & Elkins.

William H. Smith, Q.C., assistant corporate secretary of Pan-Ocean and partner at McCarthy Tétrault LLP in Calgary, led the transaction on behalf of Pan-Ocean. McCarthy Tétrault engaged lawyers in both the Calgary and London, UK office to implement the transaction on behalf of Pan-Ocean. The public M&A team consisted of Mark Eade, Peter Goode, Autumn Howell, Paul Airley (London) and Trevor Korsrud; the banking team consisted of Mark Frewin and Reena Modha (both London), with tax advice provided by Doug Ewens and Robert Nearing; while energy law matters were handled by Rob DePoe, and UK employment law advice was provided by Dawn Pillans (London). Mark Eade coordinated McCarthy's Calgary legal team and Rob Brant, managing partner of the firm's London, UK office, coordinated the London team.
Jersey law issues were handled on behalf of Pan-Ocean Energy by Mourant de Feu & Jeune and on behalf of Addax by Ogiers.

Addax also completed a $402 million subscription receipts equity financing utilizing a syndicate of underwriters led by RBC Dominion Securities Inc., Merrill Lynch Canada Inc. and Scotia Capital Inc., which was represented by Fraser Milner Casgrain LLP, with a securities team led by Dale Skinner and Toby Allan and assisted by Bill Jenkins, John Reynolds, Keith Inman and Derek Kurrant (tax). FMC's oil and gas team was led by Karim Mahmud and Sébastien Vilder and included Alexia Colson-Duparchy.