July 25, 2008
 
Mergers
 
 
Our Group is involved at all stages of the merger review process, from strategic planning through to the management of post-closing issues.  Our significant experience in a wide variety of industries enhances our ability to develop strategies, evaluate risk and recommend alternative solutions to minimize a client's risk of competition law exposure in Canada and abroad.

The Group routinely prepares substantive submissions and pre-merger notification filings, and regularly meets with the Competition Bureau on behalf of its clients.  We also manage multijurisdictional competition submissions and coordinate the preparation of foreign merger notifications for international transactions.  In addition, in conjunction with the firm's litigation department, the Group has significant experience representing its clients on merger issues before the Competition Tribunal, the Federal Court of Appeal and the Supreme Court of Canada, on both a contested and consent basis. 

The Group has been involved in a number of Canada's most significant and complex merger transactions, including the following examples:

  • Davies advised Reuters Group PLC in the $17.6 billion merger of Reuters Group PLC and Thomson Corporation to create Thomson-Reuters Corporation;
  • Davies acted for Xstrata plc, including on competition and Investment Canada Act matters, in its acquisition of Falconbridge Ltd. to create the world's fourth-largest mining company.  The transaction valued Falconbridge at $24.1 billion and is the largest successful all cash offer in Canadian history;
  • Davies advised private equity members of the purchasing syndicate in their definitive merger agreement with Kinder Morgan, Inc. to acquire Kinder Morgan, Inc. for approximately US $22 billion;
  • Representing the purchasing group with respect to InnVest Real Estate Investment Trust, in partnership with Cadbridge Investors LP, a joint venture entity between affiliates of Cadim Inc., a division of the Caisse de dépôt et placement du Québec, and Westmont Hospitality Group, who have announced a take-over bid for all of the outstanding units of Legacy Hotels Real Estate Investment Trust.  The deal is valued at approximately $2.5 billion;
  • Representing Agricore United in its acquisition by Saskatchewan Wheat Pool, following a takeover battle with James Richardson International, in a deal valued at $1.8 billion;
  • Represented Clarica Life Insurance Company in its merger with SunLife Financial Services of Canada Inc.;
  • Provided competition law advice to PeopleSoft Inc. in connection with the hostile takeover bid by Oracle Corporation;
  • Represented Chapters, Indigo and Trilogy Retail Enterprises in connection with Trilogy's acquisition of a majority interest in Chapters and the subsequent merger of Chapters and Indigo, the two largest chains of retail bookstores in Canada, including representation in connection with related consent order proceedings before the Competition Tribunal in connection with that merger;
  • Represented Amcor Ltd. in connection with the purchase of Schmalbach-Lubeca's international PET and White Cap closure business and in connection with the purchase of the healthcare packaging business of Rexam plc.  Members of our Group coordinated competition filings and submissions in jurisdictions in North America, Latin America, Europe and Asia;
  • Davies represented Barrick Gold Corporation in its successful US $10.4 billion takeover bid for Placer Dome Inc. to form the world's largest gold mining company.