Gowling WLG advises CFCL Special Committee on acquisition by Sprott

16 January 2018

On January 16, 2018, Sprott acquired CFCL by way of a plan of arrangement in a transaction valued at approximately CDN$4.3-billion. The acquisition followed attempts by Sprott to acquire control of CFCL through litigation, including a novel attempt to acquire CFCL by an unsolicited, contested application for a plan of arrangement (Unsolicited Arrangement).

A negotiated transaction was ultimately concluded after extensive negotiations between the Special Committee and its counsel (on behalf of CFCL), Sprott and the controlling shareholder of CFCL. The negotiated transaction significantly improved the consideration received by holders of CFCL common shares and improved the terms for CFCL in the event of a failed transaction as compared to the proposed terms of the Unsolicited Arrangement.

The transaction resulted in Sprott’s acquisition of all the outstanding CFCL common shares for a price of $500 per share in cash and the conversion of all CFCL Class A shares into units of the new Sprott Physical Gold and Silver Fund.

Gowling WLG advised the Special Committee with a team co-led by Stuart Olley and Martin Mix (corporate) and Kenneth Warren and David Bishop (commercial litigation) that included Gordon Chmilar, Zafar Jaffer, Christina Grimes and Samantha Albright.


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