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ISN'T IT RICH? - American Business Media

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CANADIANFor more international news, go to law.com/internationalNew YorkWashington, DCTexasCaliforniaWe have you covered.McKool Smith and Hennigan Dorman LLP have joined to solidify anational litigation powerhouse with more than 165 trial lawyers acrossoffices in Austin, Dallas, Houston, Los Angeles, Marshall, New York, andWashington, DC. The combined firm, McKool Smith, will do business asMcKool Smith Hennigan in California.Austin | Dallas | Houston | Los Angeles | Marshall | New York | Washington, DCPolska Miedz /QuadraaAnew foreign bidder has entered the Canadian resourcesmarket. Polish state-controlled copper miner KGHMPolska Miedz S.A. made a $2.86 billion friendly cash offerfor Vancouver-based rival Quadra FNX Mining Ltd. on December6. The deal would be the largest overseas acquisition by a Polishcompany. Poland’s treasury ministry owns 32 percent of PolskaMiedz and said on January 26 that it backs the deal. Polksa Miedzis Europe’s largest producer of mined copper, and is the ninthlargestcopper miner and third-largest silver producer in theworld.At press time Quadra shareholders were scheduled to vote onthe $15 per share offer on February 20. Quadra agreed not to lookfor higher bids, but analysts expected competing offers for its minesin the United States and Canada and its copper deposits in Chile.The company was created in 2010 when Quadra Mining Ltd. boughtFNX Mining Co. for about $1 billion.FOR ACQUIROR KGHM POLSKAMIEDZ S.A. (LUBIN, POLAND)Davies Ward Phillips & Vineberg:M&A: William Ainley, PeterHong, Gerald Shepherd, RobinUpshall, and associates TracieAllan and Paul Watkins. Tax: IanCrosbie and Raj Juneja. Competition:George Addy and RichardElliott. (All are in Toronto exceptfor Shepherd and Watkins, who arein New York.) This is Davies’s firstrepresentation for Polska Miedz.Gide Loyrette Nouel: Tax/Competition:M&A: Rafal Dziedzic and DariuszTokarczuk. (They are in Warsaw.)FOR TARGET QUADRA FNX MININGLTD. (VANCOUVER)Blake, Cassels & Graydon: Securities:Andrew McLeod and PeterO’Callaghan. Tax: Bruce Sinclairand Kevin Zimka. Competition:Jason Gudofsky. (They are in Vancouver.)Quadra has been a client ofthe firm since its 2002 incorporation.Cassels Brock & Blackwell:Securities and mining: JenniferHansen, Sandra Maio, JeffRoy, and Paul Stein. (They are inToronto.) The firm represented FNXin its merger with Quadra in 2010.Paul, Weiss, Rifkind, Wharton &All values in this article are inU.S. dollars.Garrison: M&A: Adam Givertz.Tax: David Sicular and associateSamuel Duncan. Employee benefitsand executive compensation:Lawrence Witdorchic. (All are inNew York except for Givertz, who isin Toronto.) The firm was U.S. counselto Quadra.Sinopec / Daylight—Laura KingFor the last few yearsChina has been tiptoeinginto the Canadianoil patch, buying bits and piecesof energy companies and assets.But the $2.2 billion purchase ofDaylight Energy Ltd. by SinopecInternational PetroleumExploration and ProductionCorporation (SIPC) changed allthat. The Chinese state corporation’stakeover of the Calgarybasedoil sands company closedon December 21, 2011.Canada has the world’s thirdlargestoil reserves, mostly indeposits of oil sands in Alberta.Canada’s Conservative governmenthas said that it wouldactively market its oil to Asianbuyers including China, and hasbacked construction of anotherpipeline from Alberta to the Pacific,where oil could be loadedonto Asia-bound tankers.SIPC is a wholly ownedsubsidiary of China PetrochemicalCorporation (Sinopec Group)and undertakes overseas investmentsand operations in the upstreamoil and gas sector. SinopecGroup is China’s largest producerand supplier of oil products andmajor petrochemical products.SIPC indirectly acquired allof Daylight’s outstanding commonshares at a price of $10.08in cash for each share, and allof Daylight’s outstanding 6.25percent Series D convertibledebentures at a price of $1,110per $1,000 principal amount ofSeries D debentures (plus accruedand unpaid interest).Daylight is now operating asSinopec Daylight Energy Ltd.FOR ACQUIROR SINOPEC GROUP(SHANGHAI)In-House: Director of legal departmentLu Yongjun and legal adviserLiu Xuefei.Vinson & Elkins: M&A: David Blumental,Jay Kolb, and associatesYi Duan, Yun Ji, and RobertOberlies. (All are in Shanghai exceptfor Duan, who is in Beijing.)Bennett Jones: Corporate/Securities:John Kousinioris, JonTruswell, and associates AmandaCoen and Spencer Coupland. Oiland gas: associates Krishna Kouland Chelsea Nickles. Foreign investmentand competition: DonaldWILLIAM AINLEYDavies WardANDREW MCLEODBlake, CasselsGreenfield and Beth Riley. (Theyare in Calgary.)FOR TARGET DAYLIGHT ENERGYLTD. (CALGARY)In-House: Vice president, generalcounsel, and corporate secretaryCameron Proctor.Blake, Cassels & Graydon: Cor-porate/Securities: Jeff Bakker, PatFinnerty, Chad Schneider, andassociates Jennifer Marshall l andPaul Pasalic. Tax: Edward Roweand associate Ted Thiessen.Competition and regulatory: JasonGudofsky and associate JoshuaKrane. (All are in Calgary exceptfor Gudofsky and Krane, who are inToronto.) Blakes has represented Daylighton various matters since 2002.Paul, Weiss, Rifkind, Wharton &Garrison: M&A: Adam Givertz.Capital markets and securities: EdwinMaynard. Tax: David Mayo andassociate Lee Hepner. (All are in NewYork except Givertz, who is in Toronto.)—L.K.Plains Alll <strong>American</strong> /BPPlains All <strong>American</strong>Pipeline LP is buyingBP p.l.c.’s natural gasliquids business in Canada for$1.67 billion in cash, expandingits footprint in Canada andgaining the opportunity to increaseits U.S. operations. Thebusiness includes 2,500 milesDALE LASTMANGoodmans| March 2012 47

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