Randgold Resources and AngloGold Ashanti Acquire Moto Goldmines for $578M

On October 15, 2009, Randgold Resources Limited, an African-focused gold mining and exploration company, and AngloGold Ashanti Limited, a leading gold producer with operations in Africa, completed the acquisition of Moto Goldmines Limited, a mineral exploration and development company with interests in the Democratic Republic of the Congo. The acquisition was completed by way of plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which all of the outstanding shares of Moto were transferred to 0858605 B.C. Ltd., which, prior to closing, was a wholly owned subsdiary of Randgold. Contemporaneously with closing, AngloGold indirectly acquired 50 per cent of 0858605 B.C. Ltd. from Randgold such that post-closing Moto became controlled by the jointly owned entity.

The aggregate consideration paid to acquire all the outstanding shares of Moto was approximately $578 million. Moto shareholders elected to receive, in aggregate, approximately US$76.9 million under a cash election and an aggregate of 6,628,769 new ordinary shares, including Randgold Shares represented by American Depositary Shares (ADSs), in connection with the transaction, representing approximately 7.4 per cent of Randgold's ordinary shares in issue. In connection with its acquisition of an indirect 50 per cent interest in Moto, AngloGold funded the payment to former Moto shareholders under the cash election and paid to Randgold approximately US$171 million.

Randgold was represented by Blake, Cassels & Graydon LLP with a team that included David Glennie, Leslie Johnson, Eric Moncik, Shlomi Feiner, Markus Viirland, Rory Engels, Lindsay Bunt (securities); Ron Richler (tax) and Sean Boyle (litigation). In Jersey, Randgold was represented by Marc Yates and Martin Welsh of Ogier; in the United Kingdom, by Michael Robins, Nick Williamson and Tom Mercer of Ashurst LLP; in the United States by Steven Suzzan and Manuel Rivera of Fulbright & Jaworski L.L.P.; and in the Netherlands by Oscar Pfeiffer (corporate) and Sander Hekscher (tax) of Loyens & Loeff N.V.

Moto was represented by Gordon Chambers, Jane Murdoch, John Christian and Elliott Mak (securities) and Craig Ferris (litigation) of Lawson Lundell LLP. Moto was represented in the United Kingdom and the Democratic Republic of the Congo by the London and Paris offices of Norton Rose LLP with a team that included Mark Bankes (corporate) and Alexander Brabant (litigation).

AngloGold was represented in the United Kingdom by Richard Price, Laurence Levy and Sean Skiffington and Robert Ferguson of Shearman & Sterling LLP; and in Canada by John Turner, Daniel Batista, Krisztián Tóth, Jeff Hergott and Jessica Catton of Fasken Martineau DuMoulin LLP.

The transaction between Randgold and Moto was preceded by a proposed plan or arrangement between Red Back Mining Inc. and Moto. Moto accepted a superior proposal from Randgold and terminated the agreement with Red Back on August 5, 2009 and paid a break fee of $15.25 million to Red Back. Red Back was represented by Cassels Brock & Blackwell LLP with a team that included John Craig and Chad Accursi (securities and mining) and Jeffrey Roy and Peter McCague (securities).