Sherritt International Acquires Dynatec for $1.6B

On June 14, 2007, Sherritt International Corporation and Dynatec Corporation completed a plan of arrangement, pursuant to which Sherritt acquired all of Dynatec's issued and outstanding common shares for approximately $1.6 billion (US$1.42 billion).

Under the terms of the arrangement and related steps, shareholders of Dynatec received 0.19 of a Sherritt common share and approximately 0.0635 of a common share of FNX Mining Company Inc. for each of their Dynatec common shares. Through the transaction, Sherritt now indirectly owns a 45 per cent interest in, and will operate, the Ambatovy nickel project in Madagascar.

As part of negotiations in respect of Sherritt's acquisition of Dynatec, Sherritt, Dynatec and FNX entered into an agreement pursuant to which Sherritt granted to FNX the right to acquire Dynatec's Mining Services division. Sherritt and FNX are currently negotiating the terms of the purchase agreement regarding that acquisition.

Sherritt, based in Toronto, is a diversified resource company involved in the production of thermal coal, nickel, cobalt, oil and electricity. Dynatec is a leading provider of mining and metallurgical services.

Sherritt was represented by Julie Lee Harrs, senior vice-president, general counsel and corporate secretary, and David Pathe, associate general counsel and assistant secretary, and a team from Torys LLP that included Geoffrey Creighton, Michael Pickersgill, David Seville, Melissa Ewert, Rima Ramchandani and Sachin Aggarwal (corporate); Alison Lacy, Colin Graham and Nadine Rockman (project financing); Jay Holsten and Sue-Anne Fox (competition); John Unger and Grace Pereira (tax); Christina Medland, Mitch Frazer and Stacey Parker-Yull (pensions and employment); Michael Fortier and Tyson Dyck (environmental); and James Tory and Andrew Gray (litigation).

Dynatec was represented by Julie Galloway, vice-president and general counsel. Davies, Ward, Phillips & Vineberg LLP represented the special committee of the board of directors of Dynatec with a team that included Bill Gula, Ian McBride, Steven Harris, Christian Gauthier, Paul Budovitch and Kathleen Grandy (corporate); Ian Crosbie, Duncan Osborne and Christopher Anderson (tax); Christopher Margison (competition); Alexandria Pike (environmental); Natasha vandenHoven (pensions and employment); and James Doris (litigation). Dynatec was also represented by James Matthews of Aird & Berlis LLP.

Cassels, Brock & Blackwell LLP represented FNX with a team that included Jay Goldman and Mark Bennett (securities), and Ann Watterworth and France Tenaille-Pritchard (corporate).