International law firm Ashurst has advised Hancock Prospecting Pty Ltd (HPPL) on its successful off-market takeover offer, through its wholly owned subsidiary, Redstone Corporation Pty Ltd (Redstone), for all of the ordinary shares in Atlas Iron Limited (Atlas).
In June HPPL announced an all-cash off-market takeover offer to acquire all of the ordinary shares in Atlas (in which it did not already have a relevant interest), at an initial offer price of $0.042 per Atlas share; having accumulated a pre-bid stake in Atlas prior to launch.
Atlas had previously announced a proposed scheme of arrangement, under which Mineral Resources Limited would acquire all the Atlas shares (MRL Proposal). After announcement of the MRL Proposal, Fortescue Metals Group (FMG) announced that it had acquired an aggregate beneficial and economic interest in Atlas of 19.9% and did not intend to support the MRL Proposal. FMG sold down part of its stake in the course of the Redstone offer, and ultimately accepted the Redstone offer in respect of the remainder.
During the offer, Redstone increased the offer price to $0.046 per Atlas share, conditional on Redstone's voting power in Atlas increasing to not less than 87% before close. Redstone achieved voting power of 88.25% in September, triggering the conditional increase in the offer price, and later announced that it had achieved relevant interests in Atlas shares of more than 90%, positioning it to proceed to compulsory acquisition of the balance.
The offer is now closed and Atlas announced new board and management appointments on 15 October 2018.
The Ashurst team was led by corporate partners Roger Davies and Antonella Pacitti, assisted by lawyer Jacob Carmody.
Commenting, Roger Davies said:
"This transaction presented another opportunity for our corporate team to showcase its market leading, public markets capability, and delivered a great outcome for HPPL, not to mention Atlas shareholders, in the process. It is a real privilege to have been entrusted with supporting HPPL on this strategically important, contested and ultimately successful transaction."
