Carey Olsen advises USA Rare Earth on acquisition of Serra Verde Group

The acquisition was implemented by way of a British Virgin Islands ("BVI") statutory merger last month, and the combined company now operates a fully integrated rare earth supply chain spanning the U.S., UK and Brazil. This brings together USA Rare Earth's processing, metallisation and magnet manufacturing capabilities with Serra Verde's mining operation, the only scaled producer of all four magnetic rare earth elements outside Asia. 

When Rare Earth announced its definite agreement to acquire 100% of Serra Verde Group earlier this year, the transaction consideration consisted of US$300 million in cash and 126.849 million shares of newly issued USAR common stock, indicating an equity value of approximately US$2.8 billion for Serra Verde.  

The Carey Olsen London corporate team advising on the BVI legal aspects of the transaction comprised partner Jasmine Amaria and associate Alex Newitt, alongside onshore U.S. counsel Latham and Watkins LLP. 

Jasmine Amaria commented: "It was a pleasure to act as BVI legal counsel on this landmark transaction, which highlights the growing importance of diversified rare earth supply chains outside Asia. By bringing together complementary capabilities across the value chain, the combined business is well positioned to support the increasing demand for critical minerals. We are proud to have helped bring the acquisition to a successful close, which reinforces Carey Olsen's expertise in advising on sophisticated international M&A transactions."

Carey Olsen's corporate team in the Cayman Islands has previously advised USA Rare Earth on its US$870 million business combination with Inflection Point Acquisition Corp. II, a Cayman Islands special purpose acquisition company.