Notable Mergers and Acquisitions of the Day 10/12: ABX, ONXX, SNEN

October 12, 2009 10:28 AM EDT

• Barrick Gold Corporation (NYSE: ABX) entered into an agreement with Xstrata Copper Chile S.A., a wholly owned subsidiary of Xstrata Plc, to acquire Xstrata's 70% interest in the El Morro project for $465 million in cash.
  
  El Morro is an advanced gold-copper project located in the Atacama Region in Chile. As reported by Xstrata, total measured and indicated gold resources are approximately 8.3 million ounces and total measured and indicated copper resources are approximately 6.3 billion pounds (100% basis)(1). As a requirement of its original earn-in to the El Morro project, Xstrata spent approximately $70 million on a feasibility study, which Barrick is also acquiring directly from Xstrata as part of this transaction.
  
  
• Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) signed a definitive agreement to acquire Proteolix, Inc., a privately held biopharmaceutical company focused on discovering and developing novel therapies that target the proteasome for the treatment of hematological malignancies and solid tumors.
  
  Proteolix's lead compound, carfilzomib, is a proteasome inhibitor currently in multiple clinical trials, including an advanced Phase 2b clinical trial for patients with relapsed and refractory multiple myeloma.
  
  Under the terms of the transaction, Onyx will make a $276 million cash payment upon closing of the transaction. Additional payments include $40 million payable in 2010 based on the achievement of a development milestone and up to $535 million contingent upon the achievement of certain regulatory approvals for carfilzomib in the U.S. and Europe. Of the potential $535 million, a payment of $170 million is based upon the achievement of accelerated U.S. Food and Drug Administration approval. The transaction is expected to close in the fourth quarter of 2009, subject to the receipt of clearance under the Hart-Scott-Rodino Act and customary closing conditions.
  
  
• Sinoenergy Corporation (NASDAQ: SNEN) today announced that, on October 12, 2009, the Company entered into an agreement with Skywide Capital Management Limited, pursuant to which the Company will be merged with and into Skywide. Upon the effectiveness of the merger, each issued and outstanding share of the Company's common stock, other than shares owned by Skywide, will automatically be converted into the right to receive $1.90 per share.
  
  Skywide, which is owned by the Company's chairman, Mr. Tianzhou Deng, and its president, Mr. Bo Huang, is the Company's largest shareholder, owning approximately 39.06% of the Company's outstanding common stock.
  
  The merger agreement provides that the consummation of the merger is subject to the approval of the holders of a majority of the Company's outstanding common stock and customary closing conditions. As a result of the merger, the Company will cease to exist as a separate corporation, and its common stock will no longer be publicly traded.
  
  The merger was approved by the board of directors, upon the recommendation of a special committee of the board which was comprised solely of independent directors.
  
  Brean Murray, Carret & Co. served as financial advisor to the Company in this transaction and rendered a fairness opinion to the special committee with respect to the transaction. Arent Fox LLP acted as legal advisor to the special committee of the Company's board. Sichenzia Ross Friedman Ference LLP acted as legal advisor to the Company. Mintz & Fraade P.C. acted as legal advisor to Skywide.

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• Brean Murray Carret & Co.
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• Notable Mergers and Acquisitions

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