Anglo American, through regular counsel Machado, Meyer, Sendacz e Opice Advogados, has completed the first tag along offer in Brazil to combine the cancellation of its registration and its removal from the Novo Mercado.
The public offer to acquire the remaining shares in Iron X, in which it took a majority stake earlier in 2008, settled in December. The deal is worth US$3.2 billion overall.
Machado, Meyer, Sendacz e Opice Advogados partner Eliana Chimenti says, "It was an innovative transaction that required the reconciliation of the requirements applicable to each of the arrangements for the public offer."
In August the mining company gained a controlling stake in Iron X by acquiring all of entrepreneur Eike Batista's shares. The subsequent tag along offer sees Anglo American with a 98.56 per cent shareholding in the company.
The company has been de-listed from the Novo Mercado, the segment of the Brazilian stock exchange with the highest corporate governance requirements.
The closing of the acquisition was threatened by a police investigation into an alleged fraud by one of Batista's companies in the award of a railway concession. However, Anglo American decided to continue with the acquisition after Batista agreed to indemnify them personally for any potential losses sustained as a result of the investigation.
Eike Batista's entities MMX and LLX will continue to operate as publicly-held companies, listed on the Novo Mercado.
Counsel to Anglo American
For the tag-along offer
In-house counsel - Vicente Galliez
Machado, Meyer, Sendacz e Opice Advogados
Partners José Roberto Opice, and Eliana Ambrósio Chimenti, and associates Alessandra de Souza Pinto and Bruna Passos Piagentini
For the acquisition
Sullivan & Cromwell LLP
Partner Sergio J Galvis and associates Werner Ahlers, Arianna Pretto-Sakmann and Jaime Ramirez
McCarthy Tétrault LLP
Partners Sven Milelli and Roger Taplin
Machado, Meyer, Sendacz e Opice Advogados
Partners In Hee Cho, José Roberto Opice, José Ribeiro do Prado Júnior and Eliana Ambrósio Chimenti, and associates Watson Possato, Fernando Tonanni, Liliam Yoshikawa, Flávia Ferraz, Milton Pinatti Ferreria de Souza
Counsel to MMX (in the acquisition)
In-house counsel - Paulo de Gouvêa and Claudio Lampert
Davis Polk & Wardwell
Partners John Amorosi, Manuel Garciadiaz, Kathleen L Ferrell and Diane Kerr and associates Joana Benjamin, Paul Hodgdon, and Oliver Smith
Gibson, Dunn & Crutcher LLP
Partners Kevin W Kelley and Helena Berti and associates Lisa Alfaro and Bernardo Coindreau
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
Partner Carlos Barbosa Mello and Moacir Zilbovicius and associates Angélica Pedroso and Paula Vieira de Oliveira
(Latinlawyer 05.01.2009)