US Gold Corporation (NYSE, TSX: UXG) completed the acquisition of Minera Andes Inc. (TSX: MAI; OTCBB: MNEAF) by plan of arrangement under the Business Corporations Act (Alberta) and then was renamed McEwen Mining Inc. (NYSE, TSX: MUX). At the time of closing, McEwen Mining had a market capitalization of approximately $1.4 billion.
Under the plan of arrangement, Minera Andes shareholders received 0.45 of an exchangeable share of McEwen Mining - Minera Andes Acquisition Corp. (TSX: MAQ), a subsidiary of US Gold, for each Minera Andes common share. Each exchangeable share is exchangeable on a one-for-one basis for common stock of McEwen Mining. The combination of US Gold and Minera Andes was initially proposed by Robert McEwen, the Chairman, CEO and largest shareholder of both companies. Mr. McEwen is the President and CEO of McEwen Mining and owns approximately 25 per cent of the outstanding common stock.
McEwen Mining, based in Toronto, explores for gold, silver and copper in the Americas. It is advancing its El Gallo Project in Mexico and its Gold Bar Project in Nevada towards production and has three significant assets in Argentina: a 49 per cent interest in Minera Santa Cruz SA, owner of the San Jose Mine that is located near Goldcorp's Cerro Negro project; 100 per cent ownership of the Los Azules copper deposit; and 100 per cent ownership of a large portfolio of exploration properties in Santa Cruz province, Argentina, including properties bordering the Cerro Negro project.
US Gold was represented by Nils Engelstad, Corporate Counsel, and in Canada by Fraser Milner Casgrain LLP with a team that included Michael Melanson, Ralph Shay, David Coultice, Colleen Cebuliak and Elianeth Alicea (securities/M&A); Matthew Peters and Zahra Nurmohamed (tax); Sandy Walker (Competition Act/Investment Canada Act) and Brian Foster (litigation) and in the US by Hogan Lovells US LLP with a team that included George Hagerty, Ami Galani, Sara Hill, Jesse Menlove, Ryan Adrian and Doug Edwards (securities/M&A) and Dan Davidson (tax). The Special Committee of US Gold was represented in Canada by Goodmans LLP with a team that included Grant McGlaughlin, Brad Ross and Mark Haber (securities/M&A) and Rebecca Burrows, Tom Friedland and Hannah Arthurs (litigation) and in the US by Perkins Coie LLP with a team that included Sonny Allison, Tim Fete and Kara Tatman (securities/M&A).
Minera Andes was represented by Nils Engelstad, Vice President, Corporate Affairs and Secretary, and in Canada by Lawson Lundell LLP with a team that included Gordon Chambers, Joanna Cameron, Stephen Cooper and Andreas Heiden (securities/M&A); Heather Cane, Kinji Bourchier, Craig Ferris and Judd Popp (litigation) and Len Glass and Parveen Karsan (tax) and in the US by Arnold & Porter LLP with a team that included Grant Vingoe (securities/M&A) and Cynthia Mann (tax). The Special Committee of Minera Andes was represented by Torys LLP with a team that included Sharon Geraghty, Michael Amm, Adam Banack, James Miller and Paulina Taneva (securities/M&A).
Under the plan of arrangement, Minera Andes shareholders received 0.45 of an exchangeable share of McEwen Mining - Minera Andes Acquisition Corp. (TSX: MAQ), a subsidiary of US Gold, for each Minera Andes common share. Each exchangeable share is exchangeable on a one-for-one basis for common stock of McEwen Mining. The combination of US Gold and Minera Andes was initially proposed by Robert McEwen, the Chairman, CEO and largest shareholder of both companies. Mr. McEwen is the President and CEO of McEwen Mining and owns approximately 25 per cent of the outstanding common stock.
McEwen Mining, based in Toronto, explores for gold, silver and copper in the Americas. It is advancing its El Gallo Project in Mexico and its Gold Bar Project in Nevada towards production and has three significant assets in Argentina: a 49 per cent interest in Minera Santa Cruz SA, owner of the San Jose Mine that is located near Goldcorp's Cerro Negro project; 100 per cent ownership of the Los Azules copper deposit; and 100 per cent ownership of a large portfolio of exploration properties in Santa Cruz province, Argentina, including properties bordering the Cerro Negro project.
US Gold was represented by Nils Engelstad, Corporate Counsel, and in Canada by Fraser Milner Casgrain LLP with a team that included Michael Melanson, Ralph Shay, David Coultice, Colleen Cebuliak and Elianeth Alicea (securities/M&A); Matthew Peters and Zahra Nurmohamed (tax); Sandy Walker (Competition Act/Investment Canada Act) and Brian Foster (litigation) and in the US by Hogan Lovells US LLP with a team that included George Hagerty, Ami Galani, Sara Hill, Jesse Menlove, Ryan Adrian and Doug Edwards (securities/M&A) and Dan Davidson (tax). The Special Committee of US Gold was represented in Canada by Goodmans LLP with a team that included Grant McGlaughlin, Brad Ross and Mark Haber (securities/M&A) and Rebecca Burrows, Tom Friedland and Hannah Arthurs (litigation) and in the US by Perkins Coie LLP with a team that included Sonny Allison, Tim Fete and Kara Tatman (securities/M&A).
Minera Andes was represented by Nils Engelstad, Vice President, Corporate Affairs and Secretary, and in Canada by Lawson Lundell LLP with a team that included Gordon Chambers, Joanna Cameron, Stephen Cooper and Andreas Heiden (securities/M&A); Heather Cane, Kinji Bourchier, Craig Ferris and Judd Popp (litigation) and Len Glass and Parveen Karsan (tax) and in the US by Arnold & Porter LLP with a team that included Grant Vingoe (securities/M&A) and Cynthia Mann (tax). The Special Committee of Minera Andes was represented by Torys LLP with a team that included Sharon Geraghty, Michael Amm, Adam Banack, James Miller and Paulina Taneva (securities/M&A).
Lawyer(s)
Craig A.B. Ferris
Adam Banack
Colleen M. Cebuliak
Michael N. Melanson
Rebecca Burrows
Ralph H. Shay
Kinji Bourchier
Zahra Nurmohamed
Grant E. McGlaughlin
Mark Haber
Hannah Arthurs
Brad Ross
Jude Popp
Leonard A. Glass
Joanna Cameron
Doug Edwards
Nils F. Engelstad
Michael D. Amm
Sharon C. Geraghty
Thomas A. Friedland
David J. Coultice
D. Grant Vingoe
Paulina Taneva
James Miller
Heather M. Cane
Parveen Karsan
Gordon R. Chambers
Firm(s)
Dentons Canada LLP
Hogan Lovells US LLP
Goodmans LLP
Perkins Coie LLP
Lawson Lundell LLP
Arnold & Porter
Torys LLP