Cementos Pacasmayo Acquires Zemex

On May 8, 2003, Peruvian-based Cementos Pacasmayo S.A.A., acquired the issued and outstanding common shares of Canadian public company Zemex Corporation, by means of a plan of arrangement. The per-share purchase price was US$8.80, while the overall transaction value, which includes the assumption of Zemex’s debt, was approximately US$100 million. Pacasmayo entered into support agreements with The Dundee Bank, a wholly owned subsidiary of Dundee Bancorp Inc., Zemex’s largest shareholder, and the directors and senior officers of Zemex, together holding approximately 46 per cent of the fully-diluted number of shares outstanding. Zemex’s proxy circular was filed with and cleared by the U.S. Securities and Exchange Commission, and Zemex’s shareholders and optionholders approved the arrangement on May 5.

Pacasmayo was represented in Canada by Norman Findlay, Jeffrey Roy and Lorne Saltman of Cassels Brock & Blackwell LLP; and in the U.S. by Robert Muffly and Carin Khatchikian of Becker, Glynn, Melamed & Muffly LLP in New York.

Zemex was represented in Canada by Jay Kellerman, Mihkel Voore, Rob Mason and Tom Vowinckel of Stikeman Elliott LLP; and in the U.S. by David Schoenberg, John Lowe and Alexis Cooper of Altheimer & Gray in Chicago.