Ashurst has advised Iluka Resources Limited (Iluka) on its A$375 million acquisition of Sierra Rutile Limited (SRL).
Iluka and SRL have announced that they have entered into an implementation agreement pursuant to which Iluka will acquire all of the issued capital of SRL by way of a statutory merger regulated by the BVI Companies Act (Merger). The offer values SRL at £215 million (approximately AU$375 million), representing a 32.3% premium to SRL's one-month VWAP.
SRL is a company incorporated in the British Virgin Islands (BVI) and listed on the AIM market of the London Stock Exchange. SRL has significant mineral sands mining operations in Sierra Leone. Iluka is a leading participant in the global mineral sands industry, with a current market capitalisation of approximately AU$3 billion.
The acquisition of SRL is consistent with Iluka's objective to act in a counter-cyclical manner where appropriate, including via transactions where strategic rationale and financial merit can be demonstrated. SRL is a long life operation, with an established position in high grade chloride feedstock markets. For Iluka, the Merger with SRL is a logical combination of complementary businesses at this point in the mineral sands cycle.
Pursuant to BVI law, the Merger requires the approval of a simple majority (more than 50%) of the votes of SRL shareholders to proceed. In aggregate, shareholders holding 60.15% of the SRL shares have given irrevocable undertakings to vote in favour of the Merger. The transaction is also conditional upon clearance being obtained from the German competition authority.
Lead partner Roger Davies comments: "We have enjoyed a longstanding relationship with Iluka, and are thrilled to have advised in relation to this significant transaction. This represents a major milestone in Iluka's continuing strength as a leading producer of mineral sands.
It has been a pleasure assisting Iluka with this challenging and truly cross-border deal - SRL being a BVI incorporated company, listed on AIM with all of its operations in Sierra Leone."
Roger was assisted by senior associates Stuart Dullard and Themo Georgiou, with lawyer Rowan Krasnoff (Corporate Transactions Australia); partners Michael Robins and Nick Williamson, associates Harry Thimont, Andrew McLaren and Campbell Johnston, with solicitor Annie Morrin (Corporate London); partner Bill Reid and counsel Alyssa Phillips (Competition Australia); partner Ute Zinsmeister, senior associate Maria Held and associate Franziska Sauer (Competition Germany); partner Jamie Ng and counsel Joseph Chow (Finance Australia); partner Angela Pearson, senior associate Myfanwy Wood and solicitor Louise Youngman (Disputes London, advising on ABC and the bilateral investment treaty).
Ashurst has advised Iluka Resources Limited (Iluka) on its A$375 million acquisition of Sierra Rutile Limited (SRL).
Iluka and SRL have announced that they have entered into an implementation agreement pursuant to which Iluka will acquire all of the issued capital of SRL by way of a statutory merger regulated by the BVI Companies Act (Merger). The offer values SRL at £215 million (approximately AU$375 million), representing a 32.3% premium to SRL's one-month VWAP.
SRL is a company incorporated in the British Virgin Islands (BVI) and listed on the AIM market of the London Stock Exchange. SRL has significant mineral sands mining operations in Sierra Leone. Iluka is a leading participant in the global mineral sands industry, with a current market capitalisation of approximately AU$3 billion.
The acquisition of SRL is consistent with Iluka's objective to act in a counter-cyclical manner where appropriate, including via transactions where strategic rationale and financial merit can be demonstrated. SRL is a long life operation, with an established position in high grade chloride feedstock markets. For Iluka, the Merger with SRL is a logical combination of complementary businesses at this point in the mineral sands cycle.
Pursuant to BVI law, the Merger requires the approval of a simple majority (more than 50%) of the votes of SRL shareholders to proceed. In aggregate, shareholders holding 60.15% of the SRL shares have given irrevocable undertakings to vote in favour of the Merger. The transaction is also conditional upon clearance being obtained from the German competition authority.
Lead partner Roger Davies comments: "We have enjoyed a longstanding relationship with Iluka, and are thrilled to have advised in relation to this significant transaction. This represents a major milestone in Iluka's continuing strength as a leading producer of mineral sands.
It has been a pleasure assisting Iluka with this challenging and truly cross-border deal - SRL being a BVI incorporated company, listed on AIM with all of its operations in Sierra Leone."
Roger was assisted by senior associates Stuart Dullard and Themo Georgiou, with lawyer Rowan Krasnoff (Corporate Transactions Australia); partners Michael Robins and Nick Williamson, associates Harry Thimont, Andrew McLaren and Campbell Johnston, with solicitor Annie Morrin (Corporate London); partner Bill Reid and counsel Alyssa Phillips (Competition Australia); partner Ute Zinsmeister, senior associate Maria Held and associate Franziska Sauer (Competition Germany); partner Jamie Ng and counsel Joseph Chow (Finance Australia); partner Angela Pearson, senior associate Myfanwy Wood and solicitor Louise Youngman (Disputes London, advising on ABC and the bilateral investment treaty).
