LEXPERT MAGAZINE
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JANUARY/FEBRUARY 2018 17
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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6
Metals & Mining
2
Forestry Products
2
Oil & Gas
Oil & Gas Oil & Gas Oil & Gas
1
Energy & Power
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
TRANSACTION VITALS
ANNOUNCED: 9/11/2017
CLOSED: 11/23/2017
TECHNIQUE: PLAN OF ARRANGEMENT
ATTITUDE: FRIENDLY
ACQUIRER TYPE: DOMESTIC ACQUIRER
SOUGHT: 100%
KEVIN MORRIS
TORYS LLP
(FOR ALAMOS GOLD INC.)
BRADLEY FREELAN
FASKEN MARTINEAU
DUMOULIN LLP
(FOR RICHMONT MINES INC.)
On November 23, 2017, Alamos Gold Inc. (Alamos) completed its
previously announced acquisition of all of the issued and outstanding
shares of Richmont Mines Inc. (Richmont) pursuant to a plan of ar-
rangement. Under the terms of the arrangement, Richmont common
shares were exchanged on the basis of 1.385 Alamos common shares
for each Richmont common share. On closing, Alamos has approxi-
mately 389,059,503 Class A shares outstanding with former Alamos
shareholders and former Richmont shareholders owning around 77
per cent and 23 per cent of the pro forma company, respectively.
Richmont's common shares were de-listed from the Toronto Stock
Exchange and the New York Stock Exchange on November 24, 2017.
Alamos Gold Inc. was represented by in-house counsel Nils Engel-
stad. Torys LLP provided external support in Canada and the US,
with a team that included Kevin Morris, Janan Paskaran, Braden Jeb-
son, Michael Jason and Sharon Au (corporate/M&A), Omar Wakil
(competition), Andrew Wong and David Mattingly (tax), Don Roger
(real estate), Andrew Gray (litigation), and Andy Beck and Chris
Bornhorst (securities).
Richmont Mines Inc. was represented by Fasken Martineau Du-
Moulin LLP in Canada with a team that included Bradley Freelan,
Brian Graves, John Turner, Frank Mariage, Janie Harbec, Myroslav
Chwaluk, David Steinhauer, Mariko Rivers, Jeremy Mandel and Rus-
sell Lindzon (corporate/M&A/mining), Alain Riendeau and Bran-
don Farber (litigation), Huy Do (competition) and Mitch aw (tax).
Richmont was supported in the United States by Jenner & Block
LLP with a team led by Martin Glass.
RAYONIER ADVANCED MATERIALS
INC. ACQUIRES TEMBEC INC.
CLOSING DATE: NOVEMBER 20, 2017
On November 20, 2017, Rayonier Advanced Materials Inc. (Rayonier
AM), a Florida-based leading global supplier of high-purity cellulose,
announced it had completed its friendly acquisition of Tembec Inc.
(Tembec), a Québec forestry firm, for approximately US$962 mil-
lion. e transaction, as originally proposed, was opposed by Oaktree
Capital Management Inc. (Oaktree), whose funds beneficially owned
19.9 per cent of Tembec. e value of the consideration was ultimately
increased by 17 per cent and Oaktree agreed to support the revised
transaction. e revised transaction was carried out by way of a court-
approved plan of arrangement.
Rayonier AM was represented in Canada by McCarthy Tétrault
LLP with a team led by Clemens Mayr and Hadrien Montagne,
that included Louis-Charles Filiatrault, Konstantin Sobolevski,
Martin iboutot, Anastassia Chtaneva, omas Étienne and Xin
Gao (M&A), Nathalie Gagnon and Diana eophilopoulos (labour
& employment), Cindy Vaillancourt (environment), Oliver Borg-
ers, Dominic érien and Jonathan Bitran (competition/antitrust),
Mary Pagonis (real property), Simon Potter, Marc Dorion, Jean Cha-
rest, François Giroux, George Vegh and Marc-Alexandre Hudon
(regulatory/court approval), and Christian Meighen, Marie-Soleil
Landry, Lorraine Allard, Andrew Haikal and Quentin Lageix (tax).
Rayonier AM was represented in the United States by David Lam,
Iliana Ongun and Kathleen Iannone (M&A), and Michael Benn and
Benjamin Arfa (financing) of Wachtell, Lipton, Rosen & Katz; and
in Europe by Xavier Doumen, Alexandra Tuil and Marion Salus of
Hogan Lovells (Paris) LLP.
Tembec was represented in Canada by Pierre-Yves Leduc, Amy
ALAMOS GOLD COMPLETES
ACQUISITION OF RICHMONT MINES
