May 18, 2008
 

 
Cross-Border & International Transactions
 
 
There is no doubt that the world continues to shrink from a business perspective as more companies expand beyond their traditional geographic spheres of business.  Our firm is well-positioned to advise companies in their international activities, whether they are testing international waters for the first time or have a long history of international operations.  Our emphasis is on providing an integrated team approach to transactions, drawing on the strengths of the right lawyers in the appropriate locations, providing our clients with service that is both excellent and cost efficient. Our experience representing companies doing business world-wide has been a major focus of our practice for over forty years. 

Our cross-border and international practice can be divided into four categories.  The first category is international mergers and acquisitions, which range from the purchase of a single company, business or asset in a single location to acquisitions of multiple companies and assets in numerous locations.  The second category is international joint ventures, which, because joint ventures involve an ongoing relationship, require particular sensitivity to local country customs and practices.  The third category is international financing transactions, including cross-border equity and debt offerings and international tender offers.  Also included in this category is advising companies on issues of corporate governance in the international context.  Finally, there is a large category of other international transactions such as licensing, outsourcing, franchising, distribution, international tax issues and other commercial matters. 

We act for a diverse range of clients in the international area, including:

  • Global manufacturers;
  • Retail chains;
  • Commercial real estate firms;
  • Energy and mining firms.

Because our practice is so international in scope, most of our lawyers have substantial experience working on cross-border matters.  We have offices in three of North America's largest financial markets, as well as an office in Paris.  We also have extensive language capability. In addition to all of our Montréal lawyers being fluent in both English and French, we have lawyers who are fluent in many other languages, including Spanish, Italian, German, Chinese, Portuguese, Arabic and Hebrew.  In addition, our expertise and capability in both the common and civil law systems greatly enhances our ability to efficiently carry out large multi-jurisdictional transactions.

The following is a representative list of some of our recent cross-border transactions:

  • Alimentation Couche-Tard’s acquisition of The Circle K Corporation from ConocoPhillips Company, and financing of the acquisition by a combination of the issuance of subscription receipts on a private placement basis ($223.6 million), the issuance of senior subordinated notes on a U.S. SEC Rule 144A private placement basis (US$350 million) and senior credit facilities (US$620 million);
  • Purchase by Amcor Limited of Australia from Schmalbach-Lubeca AG of Germany of its international plastic containers (PET) and closures businesses for Euro 1.725 billion (US$1.56 billion), involving 58 subsidiaries located in 26 countries;
  • Acquisition by Barrick Gold Coproration of a substantial minority position in Highland Gold Mining Ltd., a UK listed company with operations throughout Russia;
  • Acquisition by SITQ Immobilier of the 1515 Broadway (VIACOM) building in New York City with SL Green Realty Corp. (approximate value US$500 million);
  • Acquisition by Celestica Inc. from NEC Corporation of two advanced manufacturing facilities in Japan, which are engaged in the development and manufacturing of advanced optical transmission systems and five-year outsourcing agreement anticipated to generate revenue of up to US$2.5 billion during its five-year term.