Ogier Cayman Advises On Mining Company Merger

by Jason Gorringe, Tax-News.com, London

28 December 2011

Ogier's Cayman Islands office was selected to advise as part of an international legal team on the merger of Australian resource company Adamus Resources Limited with Cayman-domiciled Endeavour Mining Corporation.

Endeavour is a publicly-traded, growth-focused West African gold production and exploration company domiciled in the Cayman Islands. With the merger, combined assets now amount to USD600m. Following completion of the merger on December 20, shares of Endeavour were traded on the Australian Securities Exchange, in addition to its existing listing on the Toronto Stock Exchange.

Commenting on the firm's advisory role, Ogier Cayman partner Peter Cockhill said: “Our work on the Adamus-Endeavour merger is an excellent example of our corporate and commercial team’s expertise in mergers and acquisitions, particularly in the resource sector. We have built a solid capability within this area of our practice and look forward to other similar engagements in the future.”

“The dynamism and growth of companies involved in the commodities sector, particularly gold and other precious metals, represent an area of growth in terms of merger and acquisitions and structuring work,” added Ogier Senior Associate Bradley Kruger who worked directly with Adamus in support of the deal.

The structure of the merger was evidently heavily influenced by tax considerations. Endeavour acquired all the issued ordinary shares of Adamus by way of a Scheme of Arrangement under the Australian Corporations Act 2001. Under the terms of the Scheme, Adamus shareholders received 0.285 Endeavour common shares for each existing Adamus ordinary share they held. Endeavour shareholders continued to hold their existing Endeavour common shares. It is expected that Adamus shareholders resident in Australia will generally be eligible for capital gains tax rollover in respect of the merger, based on a class ruling from the Australian Tax Office.

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