Northern Star Resources Ltd’s A$16 Billion Merger With Saracen Mineral Holdings

Ashurst advised Northern Star Resources Ltd on its proposed A$16 billion merger with Saracen Mineral Holdings Limited.

Northern Star has entered into a merger implementation deed with Saracen under which it is proposed that Northern Star would acquire all of the shares in Saracen, by way of a members’ scheme of arrangement, to effect the merger (Scheme).

If the Scheme is implemented, Saracen shareholders will receive 0.3763 Northern Star shares for each Saracen share they hold, and this will result in: Northern Star shareholders owning 64% of the Merged Group; and Saracen shareholders owning 36% of the Merged Group.

A combination of the Northern Star and Saracen Boards and senior management teams will continue to lead and manage the Merged Group.

The directors of Saracen have unanimously recommended that Saracen Shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the Scheme is in the best interest of Saracen Shareholders. The directors of Northern Star unanimously endorse and support the Scheme, subject to no Superior Proposal for Northern Star emerging.

The Scheme is subject to various conditions precedent, including approval by the requisite majorities of Saracen Shareholders, approval of the Scheme by the Court, and no material adverse event, regulated event or prescribed event occurring (in respect of either party).

The A$16 billion merger of Northern Star and Saracen is a transformative combination, creating the second biggest gold mining company in Australia, and a top-10 gold mining company globally.

The Ashurst team was co-led by partners Antonella Pacitti (Picture) and Roger Davies, assisted by associates Jacob Carmody, Toby Newnes, Benjamin Thomas and Meng-Yeow Lim. The core team also comprised partners Lorenzo Pacitti, Gaelan Cooney and Catherine Pedler.
Involved fees earner: Jacob Carmody – Ashurst; Gaelan Cooney – Ashurst; Roger Davies – Ashurst; Toby Newnes – Ashurst; Lorenzo Pacitti – Ashurst; Antonella Pacitti – Ashurst; Catherine Pedler – Ashurst;

Law Firms: Ashurst;

Clients: Northern Star Resources Limited;

Author: Michael Patrini