March 20, 2012 7:53 PM

Ten Firms Line Up for Glencore's $6.2 Billion Bid for Canada's Viterra

Posted by Tom Huddleston Jr.

UPDATE: 3/21/12, 12:25 p.m., Attorneys from Linklaters and King & Wood Mallesons have been added in the sixth paragraph.

Glencore International agreed Tuesday to purchase Viterra, Canada's largest grain-handler. While potentially expand the Swiss commodities company's agricultural portfolio, the $6.2 billion deal may face regulatory hurdles.

Viterra said previously it has received interest from various possible buyers. For Glencore, the transaction would increase its grain production in Australia and Canada.

At the same time, Glencore entered into related agreements with Canadian agricultural companies Agrium and Richardson International to sell off some of Viterra's Canadian assets. The New York Times notes that those deals are likely meant to placate Canadian foreign investment regulators, as the companies will need to prove the deal provides a net benefit to the country under the Investment Canada Act. Glencore agreed to sell Agrium part of Viterra's agri-products business and a 34 percent interest in a fertilizer unit for $1.8 billion. Richardson, meanwhile, will pay $805 million in exchange for 23 percent of Viterra's Canadian grain-handling assets.

Bennett Jones is serving as Glencore's primary counsel in Canada. The firm's team includes corporate partners Kenneth Klassen, Adam Taylor, Eden Oliver, John MacNeil, Ian Goldberg, Mark Rasile, and Bruce Barker. Partners Randal Hughes, Adam Kalbfleisch, and Milos Barutciski are advising on antitrust matters, while partners Claire Kennedy and L. Alan Rautenberg are providing tax advice. Employment services partners Susan Seller and Carl Cunningham also are working on the deal.

Curtis, Mallet-Prevost, Colt & Mosle is providing Glencore legal counsel in the United States, with a team that includes managing partner Matias Vega, as well as corporate cochair Jeffrey Ostrager and corporate counsel Raymond Hum. Antitrust chair Jeffrey Zuckerman also is advising.

Glencore is also receiving legal advice from Linklaters, in Europe and Asia, and King & Wood Mallesons in Australia. M&A partner Nicholas Pappas is leading the King & Wood Mallesons team. Linklaters' attorneys on the deal include corporate partners Charles Jacobs and Robert Cleaver, as well as competition partner Christian Ahlborn.

Linklaters has worked on multiple deals for the Swiss commodities trader in the past, including an initial public offering last year that raised $10 billion. In February, Linklaters served as lead counsel on Glencore's $41 billion purchase of Swiss mining outfit Xstrata. Richard Marshall is Glencore's general counsel.

Torys is acting as lead counsel to Viterra on its sale, with a team led by M&A partners James Scarlett, Patrice Walch-Watson, and John Emanoilidis. Corporate partners Tom Zverina and Andrew Beck also are working on the deal, as are tax partners Corrado Cardarelli, James Guadiana, and Andrew Wong. Partners Omar Wakil and Jay Holsten are advising on competition issues. Pension and benefits partner Mitch Frazer and research partner John Cameron also are providing counsel.

Sidley Austin is serving as competition law counsel to Viterra, according to the firm. Chicago partner Brian Fahrney and London partner Timothy Cowen are leading the Sidley team.

Ashurst is providing Viterra with legal counsel in Australia, according to the companies' announcement. A firm spokeswoman could not immediately provide the names of attorneys working on the matter.

For its part, Viterra's board hired Fasken Martineau DuMoulin as its legal adviser. The firm's team includes corporate partners William Orr, Sean Stevens, and Aaron Atkinson. Antitrust chair Anthony Baldanza also is advising.

Bennett Jones also is advising Glencore on the asset sales to Agrium and Richardson. McCarthy Tétrault is representing Agrium in its deal with Glencore, with a team led by business law partner Peter Keohane. Also advising: M&A partner Garth Girvan, business law partner David Woollcombe, competition partner Oliver Borgers, competition partner Donald Houston, financial services partner Daniel Sears, corporate finance partner Ira Cooper, employment partner Tina Giesbrecht, and litigation partner Sean Smyth.

Richardson hired a Stikeman Elliot team that includes corporate and securities partners Jeffrey Singer and Timothy Chubb. Joining them is tax partner John Lorito, senior competition partner Susan Hutton, and regulatory counsel Lawson Hunter. Partner Craig Mitchell is advising on banking matters.

The deal comes on the heels of a vote by Canada's government to end the Canadian Wheat Board's monopoly on the sales of wheat and barley grown in Western Canada—a move that has faced legal opposition from some of the country's farmers. Should the deal not close due to a lack of regulatory approvals, Glencore would owe a reverse breakup fee of about $50 million to Viterra. The deal also requires a two-thirds vote of approval by Viterra shareholders at a meeting expected to be held in May.

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