BHP and Lundin Mining to acquire Filo Corp for C$4.5 billion and form joint venture

Company

BHP Group Ltd.

Law Firm / Organization
Stikeman Elliott LLP

Company

Lundin Mining Corporation

Law Firm / Organization
Cassels Brock & Blackwell LLP
Law Firm / Organization
Sullivan & Cromwell LLP

Company

Filo Corp.

Law Firm / Organization
Blake, Cassels & Graydon LLP

On July 29, 2024, Filo Corp. announced it entered into a binding agreement with BHP and Lundin Mining Corporation, wherein BHP and Lundin Mining will acquire all outstanding common shares of Filo they do not already own for approximately C$4.1 billion. This transaction, conducted via a plan of arrangement, offers Filo shareholders C$33.00 per share or 2.3578 Lundin Mining shares per Filo share, subject to proration. The total cash consideration is capped at approximately C$2,767 million (68.2% of the total consideration), and the total share consideration is capped at 92.1 million Lundin Mining shares (31.8% of the total consideration). This valuation represents a 32.2% premium over the 30-day volume weighted average price.

Concurrent with the acquisition, BHP and Lundin Mining will form a Canadian joint venture to develop the Filo del Sol and Josemaria copper-gold projects in Argentina’s Vicuña district. Each will hold a 50% interest in the JV.

The transaction is expected to close in Q1 2025, subject to approvals from Filo shareholders, regulatory bodies, and the courts. The deal is backed by financial opinions from BMO Capital Markets and National Bank Financial. Legal advisors include Blake, Cassels & Graydon LLP for Filo, Stikeman Elliott LLP for BHP, and Cassels Brock & Blackwell LLP along with Sullivan & Cromwell LLP for Lundin Mining.

This strategic move aims to leverage a strong balance sheet to fund project developments, capture operational efficiencies, and benefit from favorable Argentinian legislation. This provides immediate value and long-term growth potential for Filo shareholders, who will hold approximately 11% of Lundin Mining post-transaction.

Merger & Acquisition
Mining
$ 4,500,000,000
Active