Bennett Jones, Stikeman Elliott assist in 1.2-billion-dollars merger of Hut 8 to US Bitcoin miner

Other deals include Brookfield Reinsurance's 1.5-billion-dollar acquisition of Bermuda-based firm

Bennett Jones, Stikeman Elliott assist in 1.2-billion-dollars merger of Hut 8 to US Bitcoin miner

Bennett Jones and Stikeman Elliott are serving as Canadian legal counsel in the $1.2 billion (US$900 million) merger of Hut 8 Mining Corp. to an operator of US-based Bitcoin mining centres. Also in this week’s deals roundup is Brookfield Reinsurance’s $1.5 billion (US$1.1 billion) acquisition of a Bermuda-based insurance provider.

Hut 8 to merge with US Bitcoin Corp for $1.2 billion

Hut 8 Mining Corp., an Ontario-based digital asset mining company, and US Bitcoin Corp (USBTC), operator of four US-based Bitcoin mining centres, agreed to an all-stock merger of equals in a deal valued at approximately $1.2 billion (US$900 million).

Bennett Jones LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as Canadian and US legal counsel, respectively, to Hut 8 in connection with the deal, while Stifel GMP is acting as exclusive financial advisor.

Stikeman Elliott LLP is serving as Canadian legal counsel and Greenberg Traurig, P.A. and Brown Rudnick LLP as US legal counsel to USBTC, while Needham & Company is acting as exclusive financial advisor.

Upon deal completion, the combined company will be named “Hut 8 Corp.” (New Hut) and will be established as a large scale, publicly traded Bitcoin mining firm.

"Our established track record of creating shareholder value through organic growth and strategic acquisitions while maintaining a balance sheet-first approach has positioned us perfectly to advance our growth trajectory through this business combination," said Hut 8 CEO Jaime Leverton. "Bringing together Hut 8's operational track record and diversified revenue streams with US Bitcoin's scalable mining sites, sizeable hosting business, and industry-leading managed infrastructure operations not only accelerates our diversified strategy and positions us for near-term growth, but also establishes us as a strong, U.S.-based player that is ready and able to seize additional opportunities as they arise."

USBTC co-founder and CEO Michael Ho said, "We were initially attracted to Hut 8's strong track record, admirable fiscal management through all market cycles, and like-minded approach to generating diversified lines of revenue. Through this process, we've determined that the strategic impact this transaction will drive is significant: we see a clear path to leveraging our collective vision to drive innovative technology advancements and become a second-to-none operator."

"The combination of Hut 8 and USBTC is an important step, but it's truly just the beginning," said USBTC co-founder and president Asher Genoot. "We believe that New Hut will challenge industry paradigms and set the standard for operating rigor and team culture. We are laser-focused on identifying opportunities to capture untapped value across the mining ecosystem. Together, we will become an exceptional self-mining operator, hosting provider, strategic operator of managed infrastructure, purveyor of high performance computing infrastructure, and industry-leading ASIC repair and sales hub, underpinned by world-class operating technology and IP to drive growth."

The merger is subject to the approval of Hut 8 and USBTC shareholders, which will be given through a Hut 8 special meeting and USBTC shareholders written consent. Both the meeting and the written consent are expected to occur in the second quarter of 2023. The deal is expected to close thereafter.

Brookfield Reinsurance to acquire Argo for $1.5 billion

Brookfield Reinsurance has agreed to acquire Argo Group International Holdings, Ltd., a Bermuda-based provider of insurance products, in a merger valued at approximately $1.5 billion (US$1.1 billion).

Debevoise & Plimpton LLP is serving as legal counsel to Brookfield Reinsurance in connection with the deal.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel and Goldman Sachs & Co. LLC as financial advisor to Argo.

The merger agreement was unanimously approved by Brookfield Reinsurance’s and Argo’s boards of directors.

Brookfield Reinsurance CEO Sachin Shah said, “The acquisition of Argo represents another milestone in the continued expansion of our insurance solutions business. Argo’s leading U.S. specialty platform adds a foundational piece to our expanding U.S. P&C operations. We look forward to partnering with the Argo team to support the growth of its core businesses, build on its strong franchise, and deliver value for policyholders.”

Argo Executive Chairman and CEO Thomas A. Bradley said, “This transaction brings a successful conclusion to Argo’s strategic alternatives review process and represents the best path forward for Argo, our employees and policyholders while also maximizing value for our shareholders. By joining Brookfield Reinsurance, Argo will continue to serve our brokers with greater financial strength and opportunities to grow as a U.S.-focused specialty insurer.”

The deal is expected to close in the second half of 2021, subject to customary closing conditions.

TVM to invest $33.5 million in LAmAb Biologics

TVM Capital Life Science announced that the capital venture firm will be investing up to approximately $33.5 million (US$25 million) in the newly formed US-based biotechnology company, LAmAb Biologics.

As part of the deal, TVM General Partner Sascha Berger will join LAmAb Biologics Board of Directors and TVM CMO Marc Rivière will join as Board Observer.

“TVM Capital Life Science is proud to have enabled the creation of LAmAb Biologics and to have secured the rights to a novel first-in-class asset with the potential to positively impact challenging-to-treat allergic diseases. This investment is a testament to our strong international network and builds on our successful single asset focus for innovative preclinical therapeutic agents,” said Sascha Berger.

“The management team of LAmAb Biologics is excited to have the opportunity to bring to clinical proof-of-concept this promising asset as a preventative treatment for many forms of IgE-mediated allergies,” LAmAb Biologics CEO Caroline Fortier said. “These diseases incur a high burden not only on the health and social, economic, and emotional well-being of patients but also on society as a whole and remain a significant unmet medical need. We are taking a new and potentially disruptive view to addressing this challenge with the goal of enabling patients to live a full life without worrying about severe allergic reactions.”

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