Ashurst, Sullivan & Cromwell guide Alcoa Corp acquisition of Alumina Limited

In line with the deal, Alcoa will file an application for a secondary listing on the ASX

Ashurst, Sullivan & Cromwell guide Alcoa Corp acquisition of Alumina Limited

Ashurst and Sullivan & Cromwell have confirmed their role in Alcoa Corporation’s acquisition of Alumina Limited via scheme of arrangement.

Ashurst advised Alcoa as it entered into an agreement with Alumina regarding the terms and process for acquiring 100% of Alumina Limited. Meanwhile, Sullivan & Cromwell served as the US counsel to Alumina.

Sullivan & Cromwell explained that the proposal was “non-binding, indicative and conditional”. The firm added that the deal “implies an equity value of approximately $2.2bn for Alumina” based on the “scrip consideration of 0.02854 shares of Alcoa common stock for each Alumina share”.

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Sullivan & Cromwell said that Alumina had “entered into a transaction process and exclusivity deed with Alcoa, which grants Alcoa a 20 business day period of exclusivity”.

In line with the proposed acquisition, Alcoa will apply for a secondary listing on the ASX, which will facilitate the trading of Alcoa common stock through CHESS Depositary Interests by Alumina shareholders. Moreover, Alcoa obtained the right to snap up up to 19.9% of Alumina’s shares under a conditional share sale agreement with Allan Gray Australia Pty Ltd.

Ashurst co-lead partner Kylie Lane described the deal as “an important component of Alcoa's simplification strategy”.

Lane headed up the team with fellow partner Susannah Macknay. The team comprised counsel Peter Moh; senior associates John Saunders and John McMeniman; associates Phoebe Phan and Clare Carroll, and consultant John Sartori (corporate transactions). Lawyers assisting from the tax team included partners Ian Kellock and Costa Koutsis; counsel Bronwyn Kirkwood; senior associates Daniel Richards and James Sainty; and associate Hayley Young. Partner Justin Jones from the competition team also contributed his expertise.

Sullivan & Cromwell’s team consisted of the following lawyers:

Corporate

  • George J. Sampas (partner)
  • Benjamin I. Fleming (special counsel)
  • Kevin A. Akrong (associate)
  • Michelle L. Thiry (associate)
  • Jin Lee (associate) 

Finance

  • John E. Estes (partner) 

Executive compensation

  • Matthew M. Friestedt (partner)
  • Sarah Remmer Long (special counsel)
  • Hollie R. Chenault (associate) 

Tax

  • S. Eric Wang (partner)
  • Eli Dubin (associate) 

IP

  • Mehdi Ansari (partner)
  • William V. Bekker (associate) 

Environmental

  • Matthew J. Brennan (special counsel) 

Antitrust

  • Steven L. Holley (partner)

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