Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX), Lundin Mining Corporation (TSX:LUN) and La Générale des Carrières et des Mines entered into a definitive agreement to acquire Cobalt chemical refinery located in Kokkola of OM Group Inc. (NYSE:OMG) for approximately $440 million on January 21, 2013. The purchase price is subject to customary working capital adjustments. The deal value includes $110 million as earnout payments payable over a period of three years, contingent ... upon the achievement of revenue-based performance targets. Lundin Mining and Freeport will together fund the initial acquisition costs on a 30/70 basis. Lundin Mining Corporation will pay $97.5 million (subject to customary working capital adjustments) towards the initial purchase consideration and up to $33 million over a three year period in contingent payments to satisfy its 30% share of the total purchase consideration. The cobalt chemical refinery reported turnover of $594.67 million in 2012. The deal is subject to customary closing conditions and regulatory approvals and expected to close in April 2013. OM Group Inc. expects to efficiently deploy the proceeds from the sale to repay a substantial portion of its debt, repurchase up to $50 million of its shares, and support its strategy of profitable organic and strategic growth. Paul R. Kingsley, Alexander N. Macleod, Ashley M. Bryant, Partner Kathleen L. Ferrell, Ankur Dalal, Hayden S. Baker, Catharine Thorpe, Edmond T. Fitzgerald, Randy Samson, and Stephen M. of Davis Polk & Wardwell acted as legal advisors for Freeport-McMoRan, Lundin Mining and La Générale des Carrières. James P. Dougherty of Jones Day acted as legal advisor for OM Group Inc. BNP Paribas acted as financial advisor to OM Group Inc. Attorneys at law Borenius Ltd acted as legal advisor for Freeport. The conversions were made through www.oanda.com as on December 31, 2012.
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Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) signed a definitive merger agreement to acquire Plains Exploration & Production Company (NYSE:PXP) for $6.5 billion in cash and stock on December 5, 2012. Freeport-McMoRan Copper & Gold Inc. has agreed to acquire Plains Exploration & Production for per-share consideration consisting of 0.6531 shares of Freeport-McMoRan Copper common stock and $25 in cash, equivalent to total consideration of $50 per Plains Exploration & ... Production share. The shareholders of Plains Exploration & Production may elect to receive cash or stock consideration, subject to proration in the event of oversubscription, with the value of the cash and stock per-share consideration to be equalized at closing. In a related transaction, Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) signed definitive merger agreement to acquire McMoRan Exploration Co. (NYSE:MMR) from Plains Exploration & Production Company (NYSE:PXP) and others. Freeport-McMoRan Copper has received $9.5 billion in financing commitments from JPMorgan Chase Bank, N.A. to fund the cash portion of the merger consideration for both transactions and to repay debt outstanding under Plains Exploration & Production’s existing term loans and revolver. Plains Exploration & Production will pay a termination fee of $207 million to Freeport-McMoRan Copper & Gold or up to $69 million in reimbursement of Freeport-McMoRan Copper & Gold’s transaction expenses. James R. Moffett, Chairman of Freeport-McMoRan Copper and Co-Chairman and Chief Executive Officer of McMoRan Exploration, will continue as Chairman of Freeport-McMoRan Copper. B. M. “Mack” Rankin, Jr. will continue in his role as Vice Chairman. Richard C. Adkerson, President and Chief Executive Officer of Freeport-McMoRan Copper and Co-Chairman of McMoRan Exploration, will continue as President and Chief Executive Officer and be appointed Vice Chairman. Upon completion of the transaction, James C. Flores, Chairman, President and Chief Executive Officer of Plains Exploration & Production will be Vice Chairman of Freeport-McMoRan and Chief Executive Officer of Freeport-McMoRan's oil and gas operations. Kathleen L. Quirk will continue as Executive Vice President and Chief Financial Officer of Freeport-McMoRan. At closing, Freeport-McMoRan Copper will add to its Board of directors, James C. Flores and two other members from Plains Exploration & Production's Board. The transaction is subject to the approval of the shareholders of Plains Exploration & Production, receipt of regulatory approvals and form S-4 shall have been declared effective by the Securities Exchange Commission under the Securities Act, listing of shares of Freeport-McMoRan Copper & Gold on New York Stock Exchange, necessary qualifications required by the Bureau of Ocean Energy Management and the Bureau of Safety and Environmental Enforcement to hold or operate Oil and Gas Interests in the Gulf of Mexico, customary closing conditions, including expiration or early termination of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976. The transaction was unanimously recommended to the Board of Directors of Freeport-McMoRan Copper & Gold Inc. and Plains Exploration & Production by separate special committees of independent Directors. The transaction is expected to close in the second quarter of 2013. The transaction is expected to be accretive to Freeport-McMoRan Copper & Gold Inc.'s operating cash flows. As of February 28, 2013, Freeport-McMoRan Copper intends to use the net proceeds from the offering of senior notes in multiple tranches for the acquisition. As of May 6, 2013, CR Intrinsic Investors, LLC and its affiliates sent a letter to the Board of Directors of Plains Exploration stating that it intends to vote against the proposed acquisition by Freeport-McMoRan Copper on its current terms. As of May 8, 2013, Glass Lewis & Co recommended to vote against Freeport-McMoRan Copper & Gold Inc's acquisition. As on May 9, 2013, Freeport-McMoRan Copper & Gold Inc. reiterated its support for its proposed transaction with Plains Exploration & Production Co. and its commitment to completing the transaction on the terms agreed with the PXP Board of Directors. Freeport-McMoRan and a special committee of its Board of Directors formed to consider the transaction also announced that the agreed terms are "best and final" and that Freeport-McMoRan did not intend to increase the consideration offered to Plains Exploration & Production Co shareholders. As on May 13, 2013, James C. Flores, Chairman, President and Chief Executive Officer of Plains Exploration, urged the support of the Plains Exploration shareholders in favor of the transaction. As of May 14, 2013, Delaware Judge denied shareholders of Plains Exploration & Production Company a preliminary injunction. As of May 16, 2013, holders of 29.1% of PXP shares elected to receive cash, 45.5% elected to receive FCX common stock and remaining 25.4% di
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Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) signed definitive merger agreement to acquire McMoRan Exploration Co. (NYSE:MMR) from Plains Exploration & Production Company (NYSE:PXP) and others for $2.4 billion in cash on December 5, 2012. Freeport-McMoRan Copper will acquire all the shares of McMoRan Exploration for $14.75 per share and 1.15 units of a royalty trust. Upon closing of the transaction, shareholders of McMoRan Exploration will also receive a distribution ... of units in a royalty trust which will hold a 5% overriding royalty interest on future production in McMoRan Exploration’s existing shallow water ultra-deep properties. In a related transaction, Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) signed definitive merger agreement to acquire Plains Exploration & Production Company (NYSE:PXP) for $6.9 billion in cash on December 5, 2012. Freeport-McMoRan Copper has received $9.5 billion in financing commitments from JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC to fund the cash portion of the merger consideration for both transactions and to repay debt outstanding under Plains Exploration & Production’s existing term loans and revolver. In case of termination of transaction, McMoRan Exploration would be required to pay a termination fee of $98 million or up to $19.5 million in reimbursement of Freeport-McMoRan’s transaction expenses and in case of Freeport-McMoRan Copper & Gold terminating the transaction, it would be required to pay $69 million as termination fee to McMoRan. James R. Moffett, Chairman of Freeport-McMoRan Copper and Co-chairman and Chief Executive Officer of McMoRan Exploration, will continue as Chairman of Freeport-McMoRan Copper. B. M. “Mack” Rankin, Jr. will continue in his role as Vice Chairman. Richard C. Adkerson, President and Chief Executive Officer of Freeport-McMoRan Copper and Co-chairman of McMoRan Exploration, will continue as President and Chief Executive Officer and be appointed Vice Chairman. The transaction is subject to the approval of the shareholders of McMoRan Exploration, including the approval of an amendment to McMoRan Exploration’s certificate of incorporation, receipt of regulatory approvals, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements, declaration of effectivness of Form S-4 and customary closing conditions. The Board of Directors and special committee of Independent Directors of McMoRan Exploration recommended its shareholders to vote in favor of the transaction. The transaction is expected to close in the second quarter of 2013. The addition of a high quality, U.S.-focused oil and gas resource base is expected to provide exposure to energy markets with positive fundamentals, strong margins and cash flows, exploration leverage and financially attractive long-term investment opportunities. The transaction will be accretive to cash flows of Freeport-McMoRan. As of February 28, 2013, Freeport-McMoRan Copper intends to use the net proceeds from the offering of senior notes in multiple tranches for the acquisition. As on May 3, 2013, McMoRan Exploration announced that special meeting of its stockholders will be held on June 3, 2013. The deal is expected to complete on June 3, 2013 and is subject to satisfaction or waiver of all closing conditions, including MMR shareholder approval at the special meeting. Greg Weinberger of Credit Suisse Securities (USA) LLC acted as financial advisor and fairness opinion provider and Gordon Moodie, Jenna Levine, Zachary Podolsky, Elina Tetelbaum, Eitan Hoenig, Nelson O. Fitts, Jeannemarie O'Brien, Adam Kaminsky, Joshua Feltman, Austin Witt, Neil Chatani, David E. Shapiro and Joshua Holmes of Wachtell, Lipton, Rosen & Katz acted as legal advisors for the special committee of Freeport-McMoRan Copper & Gold Inc. Roger Altman, Will Hiltz, Tim Carlson, Matthew Brogdon, Brad Parker, Doug Rogers, Jerry Smith, Steven Becker, John Day, Reilly Bliton, Rachel Bennett and Matt Veazey of Evercore Group L.L.C. acted as financial advisors and fairness opinion providers and Sachin Kohli, Frank Martire, Alex Clavero, A.J. Frey, Matthew Falcone, Rodney Moore, Sacha Jamal, Matt Bloch, Andrew Woodworth, Richard Ginsburg, Jared Rusman, Randell Gartin, Charan Sandhu, John Neuwirth, Greg Danilow, Annemargaret Connolly, Thomas Goslin, Amy Rubin, Eric Schecter, Zahava Blumenthal, Steven Newborn, Vadim Brusser, Samuel Zylberberg, Michael J. Aiello and Elliot Ganchrow of Weil, Gotshal & Manges LLP acted as legal advisors for the special committee of McMoRan Exploration Co. Greg Pipkin, Brad Hutchinson, Gavin McOuat, Hank Hilliard and Chris Watson of Barclays served as financial advisors for Plains Exploration & Production and rendered a fairness opinion. Michael E. Dillard, Sean T. Wheeler, Mark Gerstein, Debbie Yee, Chris Little, Enoch Varner, Trent Roberts, Sam Rettew, Adrian Milton, Matt Waldron, Laurence Stein, John Clair, James D.C. Barrall, Laurence Seymour, E.
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