Several firms have advised on the agreement between Codelco and Lithium Power International (LPI) for the sale of 100% of LPI’s shares to Codelco for USD $244 million, through a process called Scheme of Arrangement.
This transaction was signed on 17 October, with closing expected to be completed in the first quarter of 2024, and involved the jurisdictions of Chile, Australia, USA and Canada.
Acting as advisors to Codelco were Allens in Australia, Carey in Chile, McCarthy Tétrault in Canada, and Deloitte in the US, while Ashurts and Philippi Prietocarrizosa Ferrero DU & Uria (PPU) advised LPI in Australia and Chile, respectively. Rothschild & Co acted as financial advisor.
The “Scheme of Arrangement” is a procedure under Australian law for the acquisition of a 100% stake in a company and consists of a process that requires approval by regulatory bodies (Australian Securities and Investments Commission, shareholders at a court-appointed meeting and finally by a court. In this case, given that the acquirer is a Chilean state-owned company, approval from the Foreign Investment Review Board is required. In addition to the difficulty in reconciling three time zones (London, for the financial advisors, Sydney and Santiago) for the meetings, the transaction required a multi-jurisdictional analysis of corporate and tax issues because of LPI’s subsidiaries in Canada and the United States.
LPI owns, through its subsidiary Minera Salar Blanco, the “Blanco” lithium project, which is adjacent to Codelco’s mining properties in the Salar de Maricunga. This acquisition makes viable the extraction of lithium by Codelco in the Salar de Maricunga.
Macarena Vargas acted as in-house counsel to Codelco.
PPU Chile’s team was led by partners Carlos Alberto Reyes, Guillermo Infante and Juan Paulo Bambach, together with associate Felipe Ossa.
Allens’ team included partner Richard Kriedemann, and senior associates Elise Blume and Emma Morris.
Carey’s team comprised partners Rafael Vergara, Cristián Eyzaguirre, Manuel José Garcés and Manuel José Barros, with support from associates Daniela Pfeffer, Maximiliano Urrutia, José Pedro Fuentealba, Javiera Álvarez, Maximiliano Barrenechea and Andrés Ibarra.
McCarthy Tétrault’s team was represented by partner Shawn Doyle and associate Rebecca Ferguson.
