Paladin Energy (ASX:PDN) is awaiting clearance from the Canadian Government regarding its proposed acquisition of Fission Uranium (TSX:FCU) by way of a court approved plan of arrangement.
The $3.53 billion market capitalisation company reports that on 8 October 2024, Fission obtained a final order from the Supreme Court of British Columbia approving the all-scrip acquisition.
However, notwithstanding receipt of the final order, completion of the arrangement remains uncertain due to the requirement to obtain Investment Canada Act (ICA) clearance.
Failure to obtain ICA clearance would prevent the arrangement from being completed.
The ICA ensures that the most significant investments into Canada by non-Canadians benefit the country’s economy. It also allows the government to review foreign investments of any size to “ensure they are not harmful to Canada’s national security”.
“The Act aims to balance a positive investment climate to promote economic prosperity while safeguarding Canada from foreign actors that attempt to gain ownership or control of sensitive Canadian goods, technology, infrastructure, or personal data for purposes that could be injurious to Canada’s national security,” according to the government’s website.
As announced on 2 October, Paladin received a notice from the Minister of Innovation, Science and Industry ordering a national security review of the arrangement.
Paladin is continuing to engage with the minister. The suitor has engaged Macquarie Capital as financial advisor, Fasken Martineau DuMoulin as Canadian legal advisor, and Corrs Chambers Westgarth as Australian legal advisor.
Fission has retained SCP Resource Finance as financial advisor and Blake, Cassels & Graydon as legal advisor. Fission’s Special Committee has engaged Cantor Fitzgerald as financial advisor.
In September, Fission shareholders approved the proposed transaction, with 67.9% of votes cast in favour of it going ahead, exceeding the required 66.66% threshold.
Fission shareholder approval satisfied an important condition precedent for the deal to be completed under the arrangement initially made on 24 June.
The transaction consideration represents a 30% premium to Fission shareholders based on the 20-day volume weighted average price.
Paladin shareholders will own 76% of the combined company and Fission shareholders will own the remaining 24%.
Paladin has applied to list on the Toronto Stock Exchange concurrent with closing of the transaction and will issue TSX-listed shares to Fission shareholders under the transaction.
Write to Adam Orlando at Mining.com.au
Images: Fission
