去年二月，中铝和力拓的“世纪并购交易”宣布后不到四个月，交易宣布中止。近日，中铝和力拓尝试再度携手。中国铝业公司(“中铝”)已宣布与力拓集团(“力拓”)签署非约束性合作谅解备忘录，双方将联合开发力拓持有的位于西非几内亚的世界级铁矿西芒杜项目。
中铝与力拓将按47%：53%股权比例成立合资公司，持有西芒杜项目95%股权(剩余5%项目股权由国际金融公司持有)。中铝将向合资公司分期注入共计13.5亿美元资本金获得上述股权。
力拓聘请澳大利亚律所安德慎作为其法律顾问，而中铝则由贝克• 麦坚时国际律师事务所提供法律咨询和服务。
It’s no wonder that law firms love extended corporate manoeuvrings – especially where multi-national corporations and multi-billion-dollar projects are involved. Take the case of Allens and Bakers and the hundreds of billable hours they’ve racked up for Rio Tinto and Chinalco as the two energy & resources giants have explored stake acquisitions, a takeover, and now a JV in West Africa.
Mining giant Rio Tinto has entered into a new chapter with Chinalco following its decision to reject Chinalco’s US$19.5bn bid last year. The two parties have now made plans under a memorandum of understanding (MoU) to develop and operate the Simandou iron ore project in Guinea. This includes rail and port infrastructure as well as the mine itself.
“We have long believed that Rio Tinto and Chinalco could work together on major projects for mutual benefit,” said Tom Albanese, chief executive at Rio Tinto. “Chinalco brings its own skills and capabilities in major projects and access to the infrastructure expertise of other Chinese organisations. We believe the Simandou project is a large-scale, long-life asset and is the single best undeveloped source of high-grade iron ore.”
This is considered to be a world-class iron ore project and an important part of Allens Arthur Robinson’s relationship with Rio Tinto is its ability to work with it on global transactions, said Scott Langford, partner at Allens Arthur Robinson. In the past 18 months, the law firm has worked with Rio Tinto on matters spanning Asia, Africa, Europe and North and South America, as well as Australia.
Under the terms of the MoU, Rio Tinto’s interest in the Simandou project will be held in a new joint venture, in which Chinalco will acquire a 47% interest on an earn-in basis through sole funding of development expenditure. Once Chinalco has paid US$1.35bn for its interest, the Rio Tinto and Chinalco effective interests in the project will be 50.35% and 44.65% respectively. The International Finance Corporation will hold the remaining 5%.
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