On February 6, 2006, Barrick Gold Corp. announced that it had taken up and accepted for payment in the aggregate approximately 94 per cent of the outstanding shares of Placer Dome Inc., and that it would proceed to acquire 100 per cent of Placer Dome pursuant to a compulsory acquisition transaction. The acquisition makes Barrick the largest gold producer in the world.
Barrick announced its intention to make an unsolicited takeover offer for all the issued and outstanding shares of Placer Dome on October 31, 2005, and formally launched their offer on November 10, 2005. Barrick's offer was initially for either US$20.50 in cash or 0.7518 of a Barrick common share and US$0.05 in cash for each Placer Dome common share, subject to pro ration based on the maximum amount of cash and Barrick common shares offered. Based on the amounts of cash and shares available, the offer was initially valued at US$9.5 billion, making it the largest unsolicited takeover bid in Canadian corporate history. Barrick also announced that it had entered into an agreement with Goldcorp Inc. pursuant to which Goldcorp had agreed to purchase certain of Placer Dome's subsidiaries and an interest in a development project following a successful completion of the Barrick offer for a payment of approximately US$1.35 billion in cash.
Placer Dome mailed a Directors Circular dated November 23, 2005, to its shareholders in which its board of directors unanimously recommended that shareholders reject the Barrick offer and not tender their Placer Dome shares.
On December 9, 2005, Barrick and Placer Dome entered into an agreement pursuant to which Barrick agreed to withdraw the application it previously filed with the British Columbia Securities Commission seeking a cease-trade order effective December 20, 2005, in respect of the Placer Dome Shareholder Rights Plan. Under the terms of this agreement, Placer Dome agreed to waive the application of the Shareholder Rights Plan to either the then current Barrick offer or any increased Barrick offer provided that the offer expired no earlier than January 16, 2006. At this point in time, there was no change in Placer Dome's board of directors' recommendation that shareholders reject the Barrick offer.
On December 22, 2005, Barrick and Placer Dome announced that they reached an agreement on a friendly transaction under which Barrick would increase its offer to acquire Placer Dome. The two companies entered into a definitive support agreement pursuant to which Barrick extended the offer to midnight (Toronto time) on January 19, 2006. Under the terms of the revised offer, which was mailed on January 4, 2006, Placer Dome's shareholders had the right to elect to receive US$22.50 in cash or 0.8269 of a Barrick common share plus US$0.05 in cash for each Placer Dome common share, subject to pro ration based on the maximum amount of cash and Barrick common shares offered. The revised offer was valued at approximately US$10.4 billion.
On January 20, 2006, Barrick announced that as of midnight on January 19, 2006, approximately 81 per cent of the shares of Placer Dome had been validly deposited to Barrick's offer and it had taken up and accepted for payment all of such shares. Barrick also announced that it had extended its offer until February 3, 2006, to allow Placer Dome shareholders an additional opportunity to tender to the offer.
Barrick's in-house team was led by Patrick Garver, executive vice-president and general counsel, and Sybil Veenman, vice-president, assistant general counsel and secretary, and included Cassie Boggs, Faith Teo and Trent Mell. Barrick's Canadian external counsel was Davies Ward Phillips & Vineberg LLP with a team led by Kevin Thomson and Lisa Damiani that included Brooke Jamison, Richard Fridman, Brendan Cahill and Roxana Tavana (M&A/securities), Ian McBride (debt), Geoffrey Turner, Peter Glicklich, Scott Semer and Raj Juneja (tax), John Bodrug, Mark Katz, Lori Cornwall and Elisa Kearney (antitrust) and Kent Thomson and Luis Sarabia (litigation). Cravath, Swaine and Moore LLP acted as US counsel to Barrick with a team that included Richard Hall, Keith Halverstam, Tanya Layne and Monica Fantino (M&A/securities) and Robin Landis (antitrust).
Placer Dome's in-house team was led by Don Rose, executive vice-president, secretary and general counsel, and Geoff Gold, vice-president, assistant secretary and associate general counsel, and included Kristen Riddell, Trevor Thomas, Rosalind Foucault and Jason Stevens. Placer Dome's Canadian external counsel was Osler, Hoskin & Harcourt LLP with a team led by Clay Horner that included Douglas Bryce, Eden Oliver, Mark Trachuk, Paolo Berard, Adam Taylor, Adam Grabowski, John Quinn and John Valley (corporate), Steve Suarez, Firoz Ahmed and Hemant Tilak (tax), Peter Franklyn and Shuli Rodal (competition) and Mark Gelowitz and Allan Coleman (litigation). Simpson Thacher & Bartlett LLP acted as US counsel to Placer Dome with a team that included Robert Spatt, Mario Ponce, Ellen Patterson, Christopher May, Trinh Le, Kevin Arquit, Aimee Goldstein, Michael Naughton, Paul Curnin, Peter Kazanoff, Alvin Brown and Steven Todrys.
Goldcorp was represented by Cassels Brock & Blackwell LLP with a team led by Paul Stein and Mark Bennett that included Jennifer Traub and Jay King (securities), Bruce Bell (financial services), Ann Watterworth (business), Mark Nicholson and Chris Hersh (competition) and Lorne Saltman (tax).
Barrick announced its intention to make an unsolicited takeover offer for all the issued and outstanding shares of Placer Dome on October 31, 2005, and formally launched their offer on November 10, 2005. Barrick's offer was initially for either US$20.50 in cash or 0.7518 of a Barrick common share and US$0.05 in cash for each Placer Dome common share, subject to pro ration based on the maximum amount of cash and Barrick common shares offered. Based on the amounts of cash and shares available, the offer was initially valued at US$9.5 billion, making it the largest unsolicited takeover bid in Canadian corporate history. Barrick also announced that it had entered into an agreement with Goldcorp Inc. pursuant to which Goldcorp had agreed to purchase certain of Placer Dome's subsidiaries and an interest in a development project following a successful completion of the Barrick offer for a payment of approximately US$1.35 billion in cash.
Placer Dome mailed a Directors Circular dated November 23, 2005, to its shareholders in which its board of directors unanimously recommended that shareholders reject the Barrick offer and not tender their Placer Dome shares.
On December 9, 2005, Barrick and Placer Dome entered into an agreement pursuant to which Barrick agreed to withdraw the application it previously filed with the British Columbia Securities Commission seeking a cease-trade order effective December 20, 2005, in respect of the Placer Dome Shareholder Rights Plan. Under the terms of this agreement, Placer Dome agreed to waive the application of the Shareholder Rights Plan to either the then current Barrick offer or any increased Barrick offer provided that the offer expired no earlier than January 16, 2006. At this point in time, there was no change in Placer Dome's board of directors' recommendation that shareholders reject the Barrick offer.
On December 22, 2005, Barrick and Placer Dome announced that they reached an agreement on a friendly transaction under which Barrick would increase its offer to acquire Placer Dome. The two companies entered into a definitive support agreement pursuant to which Barrick extended the offer to midnight (Toronto time) on January 19, 2006. Under the terms of the revised offer, which was mailed on January 4, 2006, Placer Dome's shareholders had the right to elect to receive US$22.50 in cash or 0.8269 of a Barrick common share plus US$0.05 in cash for each Placer Dome common share, subject to pro ration based on the maximum amount of cash and Barrick common shares offered. The revised offer was valued at approximately US$10.4 billion.
On January 20, 2006, Barrick announced that as of midnight on January 19, 2006, approximately 81 per cent of the shares of Placer Dome had been validly deposited to Barrick's offer and it had taken up and accepted for payment all of such shares. Barrick also announced that it had extended its offer until February 3, 2006, to allow Placer Dome shareholders an additional opportunity to tender to the offer.
Barrick's in-house team was led by Patrick Garver, executive vice-president and general counsel, and Sybil Veenman, vice-president, assistant general counsel and secretary, and included Cassie Boggs, Faith Teo and Trent Mell. Barrick's Canadian external counsel was Davies Ward Phillips & Vineberg LLP with a team led by Kevin Thomson and Lisa Damiani that included Brooke Jamison, Richard Fridman, Brendan Cahill and Roxana Tavana (M&A/securities), Ian McBride (debt), Geoffrey Turner, Peter Glicklich, Scott Semer and Raj Juneja (tax), John Bodrug, Mark Katz, Lori Cornwall and Elisa Kearney (antitrust) and Kent Thomson and Luis Sarabia (litigation). Cravath, Swaine and Moore LLP acted as US counsel to Barrick with a team that included Richard Hall, Keith Halverstam, Tanya Layne and Monica Fantino (M&A/securities) and Robin Landis (antitrust).
Placer Dome's in-house team was led by Don Rose, executive vice-president, secretary and general counsel, and Geoff Gold, vice-president, assistant secretary and associate general counsel, and included Kristen Riddell, Trevor Thomas, Rosalind Foucault and Jason Stevens. Placer Dome's Canadian external counsel was Osler, Hoskin & Harcourt LLP with a team led by Clay Horner that included Douglas Bryce, Eden Oliver, Mark Trachuk, Paolo Berard, Adam Taylor, Adam Grabowski, John Quinn and John Valley (corporate), Steve Suarez, Firoz Ahmed and Hemant Tilak (tax), Peter Franklyn and Shuli Rodal (competition) and Mark Gelowitz and Allan Coleman (litigation). Simpson Thacher & Bartlett LLP acted as US counsel to Placer Dome with a team that included Robert Spatt, Mario Ponce, Ellen Patterson, Christopher May, Trinh Le, Kevin Arquit, Aimee Goldstein, Michael Naughton, Paul Curnin, Peter Kazanoff, Alvin Brown and Steven Todrys.
Goldcorp was represented by Cassels Brock & Blackwell LLP with a team led by Paul Stein and Mark Bennett that included Jennifer Traub and Jay King (securities), Bruce Bell (financial services), Ann Watterworth (business), Mark Nicholson and Chris Hersh (competition) and Lorne Saltman (tax).
