Lawson Lundell, Blakes assist in $1.1-billion merger of two BC gold mining firms

Davies advising Velan in $329-million sale to US machinery firm also in deals roundup

Lawson Lundell, Blakes assist in $1.1-billion merger of two BC gold mining firms

Lawson Lundell and Blake, Cassels & Graydon are serving as Canadian legal counsel in the $1.1 billion merger of two British Columbia-based gold mining firms. Also included in this week’s deals roundup is Davies Ward Phillips & Vineberg advising Quebec-based Velan in its $329 million sale to a US-based supplier of industrial and environmental machinery.

B2Gold to acquire Sabina for $1.1 billion

British Columbia-based mining firms B2Gold Corp. and Sabina Gold & Silver Corp entered into an agreement in which B2Gold will acquire Sabina for approximately $1.1 billion.

Lawson Lundell LLP and Dorsey & Whitney LLP are serving as Canadian and US legal counsel, respectively, to B2Gold, while National Bank Financial is acting as financial advisor.

Blake, Cassels & Graydon LLP and Skadden, Arps Slate, Meagher & Flom LLP are serving as Canadian and US legal counsel, respectively, to Sabina, while BMO Capital Markets and Cormark Securities Inc. are acting as financial advisors.

Included in the deal is Sabina’s Back River Gold District located in Nunavut, which comprises mining leases and claims covering approximately 58,374 hectares. The most advanced of the five mineral claim blocks within this belt is the Goose project.

In a press release, B2Gold also announced its intention to honour the Framework Agreement that Sabina signed with the Kitikmeot Inuit Association (KIA) outlining renewable 20-year benefit and land tenure agreements.

“The acquisition of Sabina represents an exciting opportunity to develop the significant gold resource endowment at the Back River Gold District into a large, long life mining complex,” said B2Gold President and CEO Clive Johnson. “The Back River Gold District has multiple high-potential mineralized zones which remain open, and we are confident that the district has strong untapped upside with numerous avenues for resource growth. We have great respect for what Sabina has achieved at Back River and look forward to working with their exceptional team moving forward. We also look forward to building strong relationships with the Kitikmeot Inuit Association and commit to ensuring that the development of the gold district delivers sustainable benefits to the Kitikmeot communities and Nunavut, as B2Gold has done all over the world in the communities and jurisdictions in which we operate.”

“We are tremendously proud of the work we have done to advance the first mine on what we believe will be a multi-generational mining district at Back River,” said Sabina President and CEO Bruce McLeod. “With a two-year construction period until first gold production, we believe that additional value can be unlocked by participating as shareholders of a major gold producer with the northern experience and financial resources to optimize the Goose project and this prolific belt. We would like to thank our land-owners, the Kitikmeot Inuit Association and the constituents of the Kitikmeot Region for all their support in advancing this project.”

The deal is expected to close in the second quarter of 2023.

Velan to sell to Flowserve for $329 million

Velan Inc., a Quebec-based industrial valves manufacturer, has agreed to sell to Flowserve Corporation, a US-based supplier of industrial and environmental machinery, for approximately $329 million (US$245 million).

Davies Ward Phillips & Vineberg is serving as legal counsel and BMO Capital Markets as financial advisor to Velan.

Baker McKenzie is serving as legal counsel and Citi as financial advisor to Flowserve.

Velan Chairman of the Board James Mannebach  said, “The transaction provides Velan shareholders an opportunity to realize an immediate and attractive premium for their shares and is recommended by the Board of Directors and Special Committee of Velan. We see a very bright future for Velan as part of Flowserve’s leading global flow control business, and we look forward to working closely with their team to quickly integrate and realize the significant benefits of this complementary combination.”

Flowserve President and CEO Scott Rowe said, “We are excited about the opportunity to add Velan and its talented team to the Flowserve family. With its strong positioning in the nuclear, cryogenic, industrial and defense markets and highly complementary product portfolio, the addition of Velan furthers our Diversification, Decarbonization and Digitization (3D) strategy.”

The deal is expected to close by the end of the second quarter of 2023.

Descartes acquires GroundCloud for $184 million

Descartes Systems Group, an Ontario-based software solutions provider, has acquired GroundCloud, a US-based provider of cloud-based final-mile carrier solutions and road safety compliance tools, for approximately $184 million (US$138 million).

“To deliver safely and efficiently on customer expectations in today’s dynamic market conditions, final-mile carriers need a holistic approach to operations, safety and compliance,” said Andrew Roszko, Chief Commercial Officer at Descartes. “This challenge is even more complex for the thousands of subcontracted delivery service providers working as agents for larger carriers. GroundCloud helps ensure seamless operations, end-to-end visibility, and standards of safety and compliance are met, including helping final-mile carriers comply with the various safety mandates of large transportation brands.”

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