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Mourant Ozannes has advised long-standing AIM and TSXV listed client, Mariana Resources Limited (Mariana), on its takeover by Sandstorm Gold Limited (Sandstorm) via a Guernsey scheme of arrangement.
Mariana is an exploration and development company with a portfolio of gold, silver and copper projects in Turkey, South America and Côte d'Ivoire. Sandstorm is a gold streaming and royalty company, headquartered in Canada.
The transaction values Mariana at £166.9M and the offer price under the Scheme (being a combination of cash and Sandstorm shares) represented a premium of approximately 84.4% to the closing price of 59.5 pence per Mariana share on AIM on 25 April 2017 (being the last business day before the announcement of the takeover transaction). The Scheme will result in Mariana shareholders owning approximately 18.3% of the enlarged Sandstorm group.
The boards have stated that they believe the combination will create a leading mid-tier streaming and royalty company. Mariana CEO Glen Parsons commented: "We believe the transition for the Hot Maden high grade Gold-Copper project to Sandstorm, being the main reason for the combination, will continue to add significant value for shareholders and we thank Mourant Ozannes and the team for their considerable effort in getting this transaction completed in a very efficient manner".
Mourant Ozannes Partner and Advocate Helen Wyatt led the team advising Mariana, assisted by corporate Counsel Alex Davies, with fellow Partner and Advocate Abel Lyall assisted by litigation Counsel Jamie Bookless. Mariana is also advised by Jan Mellmann and Jenny Hodges of Watson Farley & Williams LLP in London.
Helen said: "We have acted for Mariana since incorporation and are proud to have worked alongside the board, and onshore counsel Watson, Farley & Williams, for the past 10 years. Our team has built a strong reputation for cross-jurisdictional mergers and acquisitions transactions, and it's a great result for all involved when shareholders are able to realise value while remaining invested in the company they have helped to build."
This transaction follows closely on the heels of Mourant Ozannes' successful opposition to the sanction of an oppressive scheme of arrangement in the Guernsey Court of Appeal which, coupled with other successful public and private takeovers in the past few years, firmly establishes Mourant Ozannes as the leading legal advisor in Guernsey for high-level friendly and hostile mergers & acquisitions transactions.
