Fasken, Davies assist Uni-Select’s $2.8 billion sale to US-based provider of auto parts

Bennett Jones, Cassels, Foglers also legal counsel this week

Fasken, Davies assist Uni-Select’s $2.8 billion sale to US-based provider of auto parts

Fasken and Davies are serving as legal counsel in the $2.8 billion sale of Quebec’s Uni-Select to a US-based provider of recycled automotive parts. Also serving as legal advisors in this week’s deals roundup are Bennett Jones, Cassels, and Foglers.

Uni-Select to sell to US-based LKQ for $2.8 billion

Uni-Select Inc., a Quebec-based distributor of automotive replacement parts and accessories, agreed to sell to LKQ Corporation, a US-based provider of recycled automotive parts, in a deal valued at $2.8 billion.

Fasken Martineau DuMoulin LLP, Latham & Watkins, and Linklaters are acting as Canadian, US, and UK legal counsel, respectively, to Uni-Select, while TD Securities is acting as exclusive financial advisor.

Stikeman Elliott LLP is acting as legal counsel and RBC Capital Markets as financial advisor to the Special Committee of Uni-Select.

Davies Ward Phillips & Vineberg LLP, Wachtell, Lipton, Rosen & Katz, and Slaughter and May are acting as Canadian, IS, and UK legal counsel, respectively, to LKQ, while BofA Securities and Wells Fargo Securities are acting as financial advisors.

Uni-Select Executive Chair and CEO Brian McManus said, “The transaction offers compelling value and liquidity to our shareholders and is the culmination of the efforts by our dedicated team to improve our operations and drive efficiencies with a focus on excellent customer service. We see great opportunities to benefit our customers, employees, suppliers and brands by combining our complementary strengths within the larger, multi-disciplinary and growing LKQ team.”

“This acquisition further enhances LKQ's global automotive vehicle parts distribution business,” said LKQ President and CEO Dominick Zarcone. “Uni-Select's North American automotive refinish paint and mechanical parts distribution operations complement LKQ's existing footprint and will allow us to distribute a broader array of products to our customers. We look forward to welcoming Uni-Select's employees to the LKQ team. We are also pleased that the acquisition will allow LKQ to build a significant presence in Québec, including Uni-Select's Boucherville, Québec head office, expanding upon LKQ's already existing business operations in that province.”

The transaction is expected to close in the second half of 2023, subject to customary conditions.

Superior to sell to Australia-based Catalyst for $54 million

Superior Gold Inc. agreed to sell to Australia-based mining company, Catalyst Metals Limited, for $54 million.

Included in the agreement is Superior’s Plutonic Gold Operations, located in central Western Australia.

Upon deal completion, former Superior shareholders will own approximately 22 percent of the combined company.

Bennett Jones LLP and Grondal Bruining Pty Ltd. are serving as Canadian and Australian legal counsel, respectively, to Superior, while National Bank Financial Inc. is acting as financial advisor.

Cassels Brock & Blackwell LLP and Gilbert + Tobin are serving as Canadian and Australian legal counsel, respectively, to Catalyst, while Argonaut Securities Pty Ltd is acting as financial advisor.

"We are very pleased to offer shareholders the opportunity we have always proposed, the consolidation of the Plutonic-Marymia gold belt, with a meaningful immediate premium, diversification of assets and cash flow and logically, a listing on the ASX,” said Superior President and CEO Chris Jordaan. “We believe the transaction will create a strong platform from which to advance the development of the Plutonic underground mine and surrounding open pit projects. We would like to thank our indigenous partners, the Jidi Jidi Aboriginal Corporation and the Marputu Aboriginal Corporation, for all of their support. I am confident that, when completed, this transaction will mean an even stronger future for Plutonic. Catalyst will bring to Plutonic a team with international mining experience, a proven track record of exploration success and the financial resources to develop the district.”

The deal is expected to close in the second quarter of 2023, subject to customary closing conditions.

Paycore to sell to US-based i-80

Paycore Minerals Inc. has agreed to sell to i-80 GOLD CORP., a US-based gold mining firm, in an all stock deal.

Upon deal completion, Paycore shareholders will own roughly 10 percent of the combined company.

The transaction is expected to strengthen i-80’s presence in the Eureka District in Nevada, known as one of the world's premier emerging Carbonate Replacement Deposit (CRD) districts, by increasing land area of i-80’s Ruby Hill Property to approximately 14,272 acres.

Fogler, Rubinoff LLP is acting as legal counsel and CIBC World Markets and Haywood Securities as financial advisors to Paycore.

Bennett Jones is acting as legal counsel to i-80.

Paycore President and CEO Christina McCarthy said, “This transaction not only provides Paycore shareholders with greater exposure to the Eureka District, but also to i-80's high-grade Granite Creek and Cove Projects, and its existing permitted infrastructure which includes an autoclave, while also delivering a significant premium and enhanced liquidity as i-80 shareholders.”

Paycore Chairman James Gowans added, “The mineralization of these two properties is indicating a massive carbonate replacement system along the fault corridor between the two properties. The combination of i-80 and Paycore's deposits is shaping up to be among the highest-grade carbonate replacement deposits (CRD's) in the world.”

“The geological setting being defined in the Eureka District is truly the most unique I have witnessed in my career", said i-80 CEO Ewan Downie. “In the immediate area surrounding the Archimedes pit, we have identified oxide gold, Carlin-type refractory gold, base metal skarn and polymetallic carbonate replacement mineralization. Older mineralizing events are often overprinted by Carlin-type mineralization resulting in precious metal rich deposits not found elsewhere in the Great Basin. We have intersected high-grade mineralization in every one of our targets tested in 2022, all of which remain wide open for expansion. The expanded property has the potential to host a world-class polymetallic deposit with enhanced potential for further discoveries.”

Paycore special meeting of shareholders to approve the deal is expected to be held in late April 2023.

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