LEXPERT MAGAZINE
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JANUARY/FEBRUARY 2018 23
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CORPORATE TRANSACTIONS OF IMPORTANCE
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offering in TSX history and the largest mining IPO of a Latin Ameri-
can focused company on the TSX.
J.P. Morgan Securities LLC, BMO Nesbitt Burns Inc., Morgan
Stanley & Co. LLC and Credit Suisse Securities (USA) LLC acted
as global coordinators in the offering. Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Citigroup Global Markets Inc., Scotia Capi-
tal Inc., Banco Bradesco BBI S.A. and Credicorp Capital Sociedad
Agente de Bolsa S.A. acted as joint bookrunners in the offering. ABN
AMRO Securities (USA) LLC, Banco do Brasil Securities LLC,
Macquarie Capital Markets Canada Ltd., MUFG Securities Ameri-
cas Inc., National Bank of Canada Financial Inc. and RBC Capital
Markets, LLC acted as co-managers in the offering.
Nexa and Votorantim S.A. were represented in Canada by Jay
Kellerman, Ivan Grbešic, Ramandeep Grewal, Steven Bennett, Julia
Dmitrijeva and Christian Vieira (securities), Dean Kraus, Lindsay
Gwyer and Eryn Fanjoy (tax) of Stikeman Elliott LLP; and in the
US by Cleary Gottlieb Steen & Hamilton LLP. e Cleary team
included Nicolas Grabar, Francesca Odell, Juan Giráldez, Alejandro
Canelas Fernandez, Amber Payne and Karina Cardozo de Oliveira
(securities), Erika Nijenhuis and Julian Cardona (tax), Elizabeth
Chang (NYSE and FINRA) and Mary Alcock (employee benefits).
All lawyers are based in New York except for Juan Giráldez, who is
based in São Paulo.
e underwriters were represented in Canada by Frederico
Marques, Andrew Parker, Gary Litwack, Michael Nicholas, Ryan
Hornby, Claire Gowdy, John Murray (securities), Patrick McCay and
Justin Shoemaker (tax) of McCarthy Tétrault LLP; and in the US
by Skadden, Arps, Slate, Meagher & Flom LLP. e Skadden team
included Mathias von Bernuth and Filipe Areno (corporate finance)
and Jonathan Lewis (corporate) in São Paulo; Paul Schnell (M&A)
in New York; and Riccardo Leofanti (corporate finance) in Toronto.
THERMO FISHER SCIENTIFIC
INC. ACQUIRES PATHEON N.V.
FOR US$7.2B
CLOSING DATE: AUGUST 28, 2017
On August 29, 2017, ermo Fisher Scientific Inc., the world leader
in serving science, announced that it had completed its acquisition of
Patheon N.V., a leading contract development and manufacturing or-
ganization (CDMO) serving the pharmaceutical and biotechnology
sectors, for a price of approximately US$7.2 billion (approximately
$8.9 billion). At 5:00 p.m., New York City time on August 28, 2017,
the initial tender offer period for ermo Fisher (CN) Luxembourg
S.à r.l. — a wholly owned subsidiary of ermo Fisher (the Purchaser)
— to acquire all of the outstanding ordinary shares of Patheon ex-
pired. e Purchaser had acquired a total of 138,406,058 ordinary
shares at the initial expiration time, representing approximately 95.3
per cent of Patheon's outstanding ordinary shares.
ermo Fisher was represented by an in-house team led by Jona-
than Wilk, John Piccione and Seth Hoogasian. Wachtell, Lipton,
Rosen & Katz acted as corporate counsel in the US with a team that
included Matthew guest, Jacob Kling, Avi Sutton and Anna Greig
(M&A). Axinn, Veltrop & Harkrider LLP acted as regulatory
counsel with a team that included John Harkrider, Mark Alexander
and James Goldfeier (competition). Blake, Cassels & Graydon LLP
acted as legal counsel in Canada with a team that included Julie Solo-
way and Peter Flynn (competition).
Patheon was represented by an in-house team led by Eric Sherbet
and Jason Conner. Skadden, Arps, Slate, Meagher & Flom LLP
represented Patheon in the US with a team that included Bob Pincus,
Faiz Ahmad, Paul Bennett, Rebecca Guzman, Matthew Gerber and
Stephen Morrissey (M&A) and Ken Schwartz, Brian Mohr, Frederic
Depoortere and Nicholas Barnabo (competition), while Stikeman
Elliott LLP acted as legal counsel in Canada with a team that in-
cluded Jeffrey Brown, Mike Kilby and William Wu (competition).
COEUR MINING, INC. ACQUIRES JDS SILVER
HOLDINGS LTD. FOR UP TO US$250M
CLOSING DATE: OCTOBER 17, 2017
On October 17, 2017, Coeur Mining, Inc. (Coeur) acquired all of
the outstanding shares of JDS Silver Holdings Ltd. ( JDS Silver)
for aggregate consideration of up to US$250 million pursuant to a
plan of arrangement.
Coeur is a public gold and silver company listed on the New York
Stock Exchange.
JDS Silver is a private British Columbia silver mining company,
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