Davies

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• Acted for Maple Group Acquisition Corporation (renamed TMX Group Limited), an entity whose shareholders consisted of five of Canada's largest pension funds, four Canadian bank-owned investment dealers, a leading independent broker dealer, Canada's largest financial co-operative group and a leading Canadian-based financial services group, in connection with its $3.8-billion acquisition of each of TMX Group Inc., The Canadian Depository for Securities Limited, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership, resulting in the creation of a new integrated clearing and exchange group. This deal was awarded Deal of the Year in 2012 by Lexpert magazine.

• Acted for Dollar Thrifty Automotive Group, Inc. on Canadian Competition Act matters in connection with the acquisition of Dollar Thrifty Automotive Group, Inc. by Avis Budget Group Inc. in a transaction valued at approximately $1.3 billion.

• Acted for Amcor Limited in its acquisition of Alcan Packaging operations from Rio Tinto plc in 31 countries for approximately US$2 billion. The acquisition enhances Amcor's position as one of the world's leading packaging companies.

• Acted for Canada Pipe Company Ltd. before the Competition Tribunal, Federal Court of Appeal and Supreme Court of Canada with respect to the only fully contested abuse of dominance case to be decided in Canada in the last 10 years. This matter was ultimately resolved through a negotiated Consent Agreement in December 2007.

• Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in connection with its partnership arrangements with Westmont Hospitality Group and Cadbridge Investors LP, and acted for Cadbridge and InnVest REIT in connection with their joint negotiated takeover bid for Legacy Hotels REIT in a transaction valued at approximately $2.5 billion.

• Acting for Xceed Mortgage Corporation in connection with the $53 million acquisition of Xceed by MCAN Mortgage Corporation by way of plan of arrangement.

• Acted for The Cadillac Fairview Corporation Limited in the sale of Georgian Mall in Barrie, Ontario to RioCan REIT for $318 million.

• Acting for Rogers Communications Inc. in respect of the first contested misleading advertising case brought by the Commissioner of Competition under the recently amended misleading advertising provisions of the Competition Act. This case resulted in a lengthy trial in the Supreme Court of Ontario that involved, among other things, a constitutional challenge to the provisions in question.

• Acted for Schlumberger Limited, the world's leading oilfield services provider, in connection with the $240-million acquisition of CE Franklin Ltd. by National Oilwell Varco by way of plan of arrangement. Schlumberger was the 56% controlling shareholder of CE Franklin, a supplier to the Canadian energy industry.

• Acted for Dollar Thrifty Automotive Group, Inc. on Canadian regulatory matters in connection with the $2.6 billion acquisition of Dollar Thrifty by Hertz Global Holdings, Inc. to form one of North America's largest car rental agencies. Davies also acted for Dollar Thrifty on regulatory matters arising from a rival bid for Dollar Thrifty by the Avis Budget Group Inc.

• Acted for Schlumberger Limited in the sale of its Rig Management Group, with drilling rigs in Oman, Pakistan and Venezuela, to Saxon Energy Services.

• Acted for Canada Lands Company CLC Limited in the sale of the Metro Toronto Convention Centre Complex, a 7.4 acre mixed-use development in downtown Toronto, to Oxford Properties Group. The complex includes the Metro Toronto Convention Centre, the 277 Front Street office tower, the Intercontinental Hotel, and a 1,200-stall parking facility.

• Acted for MHR Fund Management LLC in connection with its US$77-million acquisition of common shares of Lions Gate Entertainment Corp. from Carl Icahn.

• Acted for Ivanhoe Cambridge in the sale of its five Canadian shopping centres to Primaris Retail REIT for an aggregate price of approximately $572 million.

• Acted for Ventana Gold Corp. in connection with the unsolicited $1.5-billion takeover bid by an affiliate of Eike Batista for all of the outstanding Ventana shares, which ultimately resulted in a supported transaction at a higher price.

• Acted for Audley Capital, the principal shareholder of Western Coal Corp., in the acquisition of Western Coal by Walter Energy Inc. Walter Energy acquired Western Coal through the initial purchase of part of Audley Capital's block and subsequent acquisition of the remaining outstanding common shares by way of plan of arrangement, with a total value of $3.3 billion.

• Acted for The Cadillac Fairview Corporation in the sale of Erin Mills Town Centre, Erin Mills Town Plaza and surrounding development lands to Ontario Pension Board for $370 million.

• Acted as Canadian Counsel for Moody's Corporation in connection with its $155-million acquisition of CSI Global Education Inc., Canada's leading provider of financial learning, credentials, and certification.

• Acted for Wal-Mart Canada Realty Inc. and SmartCentres Realty Inc. in connection with the sale of a shopping centre in Ontario and a shopping centre in Québec to RioCan Real Estate Investment Trust for approximately $100.7 million.

• Acted for Wal-Mart Canada Realty Inc. and SmartCentres Realty Inc. in connection with the sale of a shopping centre in Ontario and a shopping centre in Québec to Calloway Real Estate Investment Trust for approximately $131 million.

• Acted for Barzel Industries Canada Inc. (formerly Novamerican Steel) in its cross-border restructuring proceedings involving independent proceedings under the Companies' Creditors Arrangement Act run in parallel concert with U.S. Chapter 11 proceedings for the U.S. parent company and U.S. subsidiaries and implementing a cross-border "stalking horse" sale agreement, cross-border bidding and auction process and closing of such sale within 65 days of the initial filing.

• Acted for U.S.-based private equity firm Mill Road Capital, L.P. in its successful "white knight" bid for Cossette Inc. for approximately $134 million.

• Acted for FortisOntario Inc., a subsidiary of Fortis Inc., in its acquisition of the Great Lakes Power electric distribution business from Brookfield Renewable Power Inc. for a purchase price of approximately $75 million.

• Acted for Westwind Partners Inc., a Toronto-based independent investment bank, in its sale to Thomas Weisel Partners Group Inc. in a plan of arrangement transaction valued at approximately $146.7 million.

• Acted for INEOS on Canadian regulatory matters in connection with the formation of a joint venture to combine the INEOS Silica business and PQ Corporation, both manufacturers of industrial silicates and silicas, in a transaction valued at US$1 billion.

• Acted for Barzel Industries Inc. (formerly Symmetry Holdings Inc.) in its acquisition of Novamerican Steel Inc. for a purchase price of US$585 million.

• Acted for IPC US Real Estate Investment Trust in its strategic process and ultimate sale of its assets to Everclear Acquisition Corporation, a wholly owned subsidiary of Behringer Harvard REIT I, in a US$1.4-billion all-cash transaction.

• Acted for private equity fund EdgeStone Capital Equity Fund III, LP in its $70-million negotiated takeover bid for Stephenson's Rental Services Income Fund.

• Acted for Fortis Inc. in its acquisition of Terasen Inc., the Canadian natural gas distribution business of Kinder Morgan, Inc., in a transaction valued at $3.7 billion, creating the largest investor-owned utility in Canada. Awarded 2007 Deal Team of the Year at the inaugural Canadian Dealmakers Gala.

• Acted as Canadian counsel for private equity funds managed by affiliates of Fortress Investment Group LLC in their acquisition of substantially all of the North American operations and facilities of Holiday Retirement Corp., involving 299 seniors' living communities totalling over 35,000 living units, including 34 communities across Canada.

• Acted as Canadian counsel for private equity funds managed by affiliates of Fortress Investment Group LLC in their acquisition of RailAmerica Inc. in an all-cash transaction valued at US$1.1 billion.