07/01/2010
Ogier's BVI office has worked on three takeovers in quick succession. Starting in London the BVI corporate team worked with Herbert Smith on London listed ENRC's takeover of AIM listed CAMAC. Moving on to NASDAQ the office acted for the acquiror on the takeover of OpenTV, which was effected by an open offer. Finally, working alongside Skadden Arps the team is currently advising NASDAQ listed FGX International on the recommended bid from Essilor International. A BVI statutory merger is being used to effect the takeover which was recently announced.
Details are noted below.
Eurasian Natural Resources Corporation (ENRC) - $950m acquisition of CAMEC
Ogier advised ENRC (which is London listed) on its acquisition of AIM-listed CAMEC, a mining and commodities company with numerous BVI subsidiaries in a $950m cash takeover. The takeover completed in November 2009.
CAMEC was founded by former England cricketer Mr Philippe Edmonds and is an Africa focused emerging mining company with operations centred on copper, cobalt, coal, bauxite, platinum, as well as trucking and logistics. The acquisition will give ENRC access to large copper / cobalt resources in the Democratic Republic of the Congo with the potential to support significant, scalable, low-cost production capacity.
The Ogier team working on the deal consisted of partner Ray Wearmouth, senior associate Paul Heath and associate Richard Spencer.
Herbert Smith acted as UK counsel to ENRC.
Kudelski SA - Ogier provides expert evidence to facilitate the acquisition of shares in OpenTV Corp
Kudelski SA (a Swiss listed digital media and security company), which was already a majority shareholder in OpenTV Corp (a NASDAQ-listed BVI company) made an open offer to acquire all other shares in the company. Ogier was instructed to provide expert evidence on BVI company law on behalf of Kudelski. Kudelski completed the purchase of over 80% of the outstanding shares for $120m ($1.55 per share) in November 2009.
The Kudelski Group is a world leader in digital security and convergent media solutions for the delivery of digital and interactive content. Its technologies are used in a wide range of services and applications requiring access control and rights management to secure the revenue of content owners and service providers for digital television and interactive applications across broadcast, broadband and mobile delivery networks. The Kudelski Group is also a world technology leader in the area of access control and management of people or vehicles to sites and events.
Partners Ray Wearmouth and Michael Fay led the team for Ogier, assisted by senior associate Paul Heath. Cooley Godward Kronish LLP were US counsel.
FGX International Holdings Limited - Ogier acts on US$565 million merger between and Essilor International
Ogier is acting as BVI counsel to FGX International Holdings Limited, a NASDAQ listed BVI company, on its merger with Essilor International whose shares are traded on the NYSE Euronext Paris market and are included in the CAC 40 Index. Under the terms of the merger, FGX International shareholders will receive $19.75 per share in cash, valuing FGX International at approximately $565 million. The deal includes the assumption of FGX debt of approximately $100 million.
Essilor International is the world leader in ophthalmic optical products. Marketed under such brands as Varilux®, Crizal®, Essilor® and Definity®, Essilor offers a wide range of lenses to correct myopia, hyperopia, astigmatism and presbyopia. Essilor has approximately 35,000 employees with a presence in approximately 100 countries, including the US. It operates through 15 production sites, 293 lens finishing laboratories and local distribution networks. In 2008, Essilor had revenues of approximately €3.1 billion.
FGX International is North America’s leading designer and marketer of non-prescription reading glasses and popular priced sunglasses. FGX brands include FosterGrant®, Magnivision®, Solar Shield®, Polar Eyes®, Corinne McCormack®, Angel™, Anarchy®, and Gargoyles®. FGX International also holds licenses to sell optical products under the Ironman, Levi Strauss Signature, C9 by Champion and Body Glove brands. FGX International products are found in over 68,000 retail locations in the US, Canada, Mexico and the United Kingdom. Revenues for 2008 were approximately $256 million (approximately $237 million, excluding the divested Jewelry business).
The Ogier team has been lead by partner Simon Schilder who has been assisted by senior associate Nadia Menezes.
Ogier worked alongside FGX International's US counsel Skadden, Arps, Slate, Meagher & Flom LLP.
