CVRD Acquires Inco Limited

On November 8, 2006, Companhia Vale do Rio Doce (CVRD) completed its takeover bid for all of the issued and outstanding common shares of Inco Limited. Approximately 86.57 per cent of the common shares of Inco (on a fully diluted basis) were tendered to the bid during the initial offering period that expired on October 23, 2006 and the subsequent offering period that expired on November 3, 2006.

The takeover bid to acquire all of the issued and outstanding common shares of Inco for cash consideration of approximately $19.5 billion in aggregate or $86.00 per Inco common share was launched on August 14, 2006 on an unsolicited basis. After initially rejecting the offer, on September 24, 2006, the Inco board of directors recommended that shareholders accept the CVRD offer and tender their shares to the offer.

CVRD will acquire the remaining outstanding common shares of Inco in a subsequent acquisition transaction. A special meeting of shareholders of Inco was set for January 3, 2007 in order for shareholders of Inco to consider an amalgamation between Inco and a subsidiary of CVRD.

CVRD was represented by an in-house legal team that was led by Pedro Freitas and Clovis Torres and by Stikeman Elliott LLP with a team that included William Braithwaite, John Ciardullo, Kenneth Pogrin, Ivan Grbesic, Amanda Linett, Adam Kline and Yousef Rehman (M&A), Ron Durand and Dean Kraus (tax), Shawn Neylan and Jeffrey Brown (competition), Peter Hamilton and Craig Mitchell (banking), Gary Nachshen (pensions) and Bruce Pollock and Lisa De Piante (labour). CVRD was advised on the US law aspects of the takeover by Cleary, Gottlieb, Steen & Hamilton LLP, with a team that included Nicolas Grabar, Jeffrey Lewis, David Gottlieb, Meme Stowers and Mark Adams. Goodmans LLP acted as Canadian counsel to the joint lead arrangers and initial lenders financing the acquisition—Credit Suisse, UBS, ABN AMRO and Santander—with a team that included Dale Lastman, Bob Vaux and Jeffrey A. Citron.

Inco was represented by an in-house legal team that was led by Simon Fish, with external assistance from Osler, Hoskin & Harcourt LLP with a team that included Dale Ponder, Doug Marshall, Manny Pressman and Peter Franklyn (competition). Inco was advised on US law aspects of the takeover by Sullivan & Cromwell LLP, with a team that included James Morphy, Jr., Donald Crawshaw, George Sampas, Nikola Uzelac (M&A) and Willard Taylor and David Passey (tax).