Parties
Company
Kaizen Discovery Inc.
Company
Ivanhoe Electric Inc.
On December 4, 2023, Ivanhoe Electric Inc. (IE) acquired all remaining shares of Kaizen Discovery Inc. (Kaizen) in an all-share transaction. IE, owning 82.54% of Kaizen shares through its subsidiary, offered one IE share for every 127 Kaizen shares. This deal, valued at an 11.38% premium to Kaizen's closing price on December 1, 2023, aimed to enhance liquidity and provide growth potential for Kaizen shareholders.
Kaizen shareholders were set to vote on the arrangement on January 29, 2024. The transaction required a two-thirds majority vote from shareholders and security holders, and a majority excluding IE’s votes under Multilateral Instrument 61-101. The British Columbia Supreme Court's approval was also necessary. The agreement included non-solicitation covenants with fiduciary out provisions and a C$300,000 termination fee for Kaizen under specified conditions.
The Special Committee of Kaizen’s independent directors, advised by PI Financial Corp. and Cassels Brock & Blackwell LLP, received a fairness opinion and recommended the deal. Stikeman Elliott LLP acted as legal advisor to IE. The arrangement was anticipated to close in February 2024, preventing highly dilutive equity financings and allowing Kaizen shareholders to benefit from IE's broader business post-closing.
Deal Type
Merger & AcquisitionIndustry
MiningTransaction
Undisclosed/ConfidentialDeal Status
ClosedClosing Date
06 February 2024