Baker & McKenzie Acts for Castlemaine Goldfields on Takeover from LionGold
16 April 2012
Melbourne, Australia, 16 April 2012 – Baker & McKenzie is acting for Castlemaine Goldfields Limited on the off-market takeover bid from and placement to the Singapore Exchange listed LionGold Corp Ltd, announced today.
The parties have entered into a Bid Implementation Deed under which LionGold has agreed to make a takeover bid for all of the issued shares of Castlemaine. The consideration for the offer will be LionGold shares. The takeover bid implies a value of approximately AUD55 million for Castlemaine.
The parties have also entered into a Subscription Agreement pursuant to which LionGold has agreed to take a 12.8% placement in Castlemaine at 11.5 cents per share.
The Baker & McKenzie team was led by Corporate partner Richard Lustig and senior associate Rick Troiano, along with General Associate Simon Schenkel. The team worked closely with financial adviser RFC Corporate Finance on the transaction. Each of Baker & McKenzie and RFC have had a strong history with the Castlemaine gold assets which include the Ballarat Gold Project.
Richard Lustig said the transaction was particularly interesting due to LionGold agreeing to offer its overseas listed scrip as consideration to Australian and overseas based shareholders under the takeover offer.
"The deal structure provides flexibility for Castlemaine shareholders who would prefer to receive cash as consideration for part of their Castlemaine shareholding, rather than scrip. LionGold intends to establish a share sale facility under which it will arrange for the sale of LionGold scrip consideration through a nominee, with the net cash proceeds to be distributed to Castlemaine shareholders who elect to participate in the facility."
Richard Lustig added that he expected to see more merger and acquisitions involving overseas listed companies looking to enter the Australian market.
"With inbound foreign investment continuing, we expect to see more overseas listed companies raising their exposure to Australian assets, including in the mining industry."
Castlemaine is a gold producer with exploration titles in Central Victoria.
LionGold was advised by Holding Redlich.