SSR Mining and Alacer Gold’s Merger of Equals


National Bank Financial Inc. acted as exclusive financial advisor to SSR Mining and McCarthy Tétrault LLP and Lawson Lundell LLP acted as legal counsel to SSR Mining. TD Securities Inc. acted as financial advisor to the Special Committee of independent directors of SSR Mining. Scotiabank acted as exclusive financial advisor to Alacer and Stikeman Elliott LLP acted as legal counsel to Alacer. The board of directors of Alacer also retained CIBC World Markets Inc. to provide a fairness opinion. In Argentina, Marval O’Farrell Mairal advised Alacer Gold Corp. and Randle Legal advised SSR Mining Inc.

SSR Mining Inc. and Alacer Gold Corp. have entered into a definitive agreement to combine in an at-market merger of equals pursuant to a plan of arrangement under the Business Corporations Act (Yukon).

The combined entity will continue as SSR Mining Inc. and will be headquartered in Denver, Colorado with a corporate office in Vancouver, B.C. and will be led by Rod Antal as President & CEO and Michael Anglin as Chairman. Following the completion of the Transaction, the new board of directors will be comprised of five directors from each of the current SSR Mining and Alacer boards of directors for a total of 10 directors, including the CEO.

Pursuant to the Transaction, Alacer shareholders will receive 0.3246 SSR Mining shares for each Alacer share held. The Exchange Ratio, together with closing prices for both SSR Mining and Alacer common shares on the Toronto Stock Exchange on May 8, 2020, implies consideration of C$8.19 per Alacer common share and a combined market capitalization of approximately $4.0 billion. At closing, SSR Mining and Alacer shareholders will collectively own approximately 57% and 43% of SSR Mining, respectively, on an issued and outstanding share basis.

Stikeman Elliott LLP acted as legal counsel to Alacer.

In Argentina, Marval O’Farrell Mairal advised Alacer Gold Corp. with Pablo A. Artagaveytia, Leonardo G. Rodríguez and Gonzalo E. Márquez Alonso.

McCarthy Tétrault LLP and Lawson Lundell LLP acted as legal counsel to SSR Mining.

In Argentina, Randle Legal advised SSR Mining Inc. with Ignacio Randle, Alejandro Massot and Gastón Arcal.

Involved fees earner: Pablo Artagaveytia – Marval, O’Farrell & Mairal; Gonzalo Ezequiel Márquez Alonso de la Bárcena – Marval, O’Farrell & Mairal; Leonardo Rodríguez – Marval, O’Farrell & Mairal; Gastón Arcal – Randle Legal; Alejandro María Massot – Randle Legal; Ignacio Randle – Randle Legal;

Law Firms: Marval, O’Farrell & Mairal; Randle Legal;

Clients: Alacer Gold; SSR Mining Inc.;

Author: Ambrogio Visconti.