European law firm Fieldfisher has advised leading copper producer ACG Metals Limited on two successful tender offers to warrant holders.
The Directors of ACG believed that the tender offer would materially reduce the number of warrants currently in issue relative to the Company's existing share capital and it would remove a perceived market overhang on the Company's share price.
In this transaction, the tender offer involved the conversion of up to 26,899,425 warrants into 2,689,942 Class A ordinary shares, effectively repurchasing approximately 70% of the outstanding warrants, and a separate tender offer pursuant to which ACG procured ACP II Trading LLC ("ACP") acquire the remaining 30% in exchange for cash (payable by ACP).
Fieldfisher's ECM Corporate team partner Melanie Talbot, partner Oliver Abel Smith, senior associate Oliver Perkins, and solicitor Adam Spinner, provided comprehensive legal guidance, ensuring the smooth execution of the offer amidst intricate regulatory landscapes.
Through a series of roll-up acquisitions, ACG intends to become a premier supplier for copper to the western OEM supply chain, with best-in-class ESG and carbon footprint characteristics.
Melanie said: "This was a transformational transaction for ACG Metals and we were pleased to have been able to work on its successful execution. The team's legal and industry expertise was pivotal in structuring the tender offer to comply with necessary shareholder and regulatory approvals, critical to its overall success."
Other law firms involved include Dentons, who provided US advisory, and Morgan Lewis, who acted for ACP.
Fieldfisher's Mining and Metals team advises on equity financing, debt, project and structured financing, as well as alternative financing; supplier, contractor, construction and engineering agreements; and dispute resolution including international arbitration and treaty disputes.
The team had previously advised Cornish Metals Inc. on its £56 million fundraising, including a £28.6 million strategic investment by the Government’s National Wealth Fund, as part of the green energy transition. The team had advised on deals north of US$ 2 billion in recent years working with a range of international clients, including explorers, developers, producers, investors, banks, metals traders and brokers - most notably in Europe, Sub-Saharan Africa and the CIS.
With experts in commercial, M&A, finance, restructuring, construction, tax and dispute resolution matters, the team's knowledge and practical experience of the sector enables it to assist clients in a variety of complex transactions. Fieldfisher's Mining and Metals specialists advise on issues including licensing, permitting, concession arrangements and mine development agreements; joint ventures, acquisitions, disposals, mergers and takeovers; tax and structuring.
