ShockWave Medical, Inc.

Acted as Canadian counsel to Nasdaq-listed Shockwave Medical, Inc., in its acquisition of Nasdaq- and TSX-listed British Columbia–based Neovasc Inc., for a total transaction value of up to US$147 million consisting of a purchase price per share of cash and a contingent value right.

GreenV B.V.

Acted for Green V B.V. in its acquisition of JV Energy Solutions Inc., a provider of customer-specific heating, electrical engineering and insulation for the greenhouse horticulture industry.

Russel Metals Inc.

Acting for Russel Metals Inc. in its C$225-million acquisition of seven service centers from Samuel, Son & Co., five of which are located in Western Canada and two in the United States.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its joint C$2.85-billion sale with Rogers Communications Inc. of Freedom Mobile Inc. to Videotron Ltd., a subsidiary of Québecor Inc.

Temasek Holdings (Private) Limited

Acted for Temasek, as lead investor, in the US$318-million Series E equity financing of Svante Inc., a British Columbia-based large-scale carbon capture technology provider.

Premium Nickel Resources Corporation

Acted for the special committee of the board of directors of Premium Nickel Resources Corporation in its reverse takeover of North American Nickel Inc.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in the acquisition by Rogers Communications Inc. of all of Shaw's issued and outstanding Class A and Class B shares in a transaction valued at approximately C$26 billion, including debt, representing a significant premium for Shaw's shareholders.

Waterton Global Resource Management LP

Acted for Waterton Global Resource Management LP in the sale of Nevada gold portfolio from Clover Nevada LLC to Element79 Gold Corp. The portfolio consists of the flagship Maverick Springs Project and 15 additional projects that comprise the Battle Mountain portfolio.

Russel Metals Inc.

Acted for Russel Metals Inc. in its US$110-million acquisition of Boyd Metals, a metal services centre operator with locations in Arkansas, Missouri, Oklahoma and Texas.

The Pallinghurst Group

Acted for The Pallinghurst Group in its acquisition, through Pallinghurst Nickel International Limited, of a 19.2% interest in Talon Metals Corp. from Resource Capital Fund VI L.P. Talon Metals is a TSX-listed base metals company with a nickel-copper-cobalt project in the United States.

Lithium Royalty Corp.

Acted for Lithium Royalty Corp. (LRC) in connection with its right to purchase a 60% interest in the Moblan mining project held by Guo Ao Lithium Ltd. for US$86.5 million, which right was assigned from LRC to Sayona Mining prior to closing.

AirBoss of America Corp.

Acted for AirBoss of America Corp. in its US$42.5-million acquisition and related financing of Ace Elastomer, Inc., a leading North American custom rubber compounder.

Russel Metals Inc.

Acted for Russel Metals Inc., one of the largest metals distribution companies in North America, in its joint venture with Marubeni-Itochu Tubulars America Inc. whereby each company combined their respective Canadian OCTG/line pipe business into a newly incorporated company, named TriMark Tubulars Ltd.

Waterton Global Resource Management LP

Acted for Waterton Global Resource Management LP in its sale to Galane Gold Ltd. of the Summit Mine and the infrastructure constituting the Banner Mill in New Mexico from Pyramid Peak Mining, LLC, a wholly owned subsidiary of Waterton.

Temasek

Acted for Temasek, as lead investor, in the US$75-million Series D equity financing of Svante Inc., a British Columbia-based large-scale carbon capture technology provider.

Serruya Private Equity

Acting for Serruya Private Equity in connection with the backstopped US$100-million equity investment in MedMen Enterprises Inc., a premier U.S. cannabis retailer.

Waterton Global Resource Management, Inc.

Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.

Warner Media, LLC

Acted for Warner Media, LLC in its indirect acquisition, by way of plan of arrangement, of all of the issued and outstanding shares of You i Labs Inc., a leading provider of cross-platform development tools for television and media companies.

A long-term shareholder of BlackBerry Limited

Acted for a long-term shareholder in BlackBerry Limited, in engaging with staff of the TSX and OSC regarding requiring shareholder approval of BlackBerry's September 2020 recapitalization. Successful in having BlackBerry provide additional public disclosure and compelling BlackBerry to amend the transaction terms.

AirBoss of America Corp.

Acted for AirBoss of America Corp. in its acquisition of the 45% minority interest in AirBoss Defense Group that it did not own from Critical Solutions Holdings, LLC.

Blackstone Tactical Opportunities

Acted for Blackstone Tactical Opportunities, a fund managed by Blackstone, in its sale of TITUS Inc., an Ottawa-based leading provider of data classification and categorization solutions, to an affiliate of HelpSystems Holdings, Inc.

Lead Investor

Acted for the lead investor in a US$30-million private placement of special warrants issued by Acreage Holdings, Inc., one of the largest vertically integrated cannabis operators in the United States.

Hostess Brands, Inc.

Acted as Canadian counsel to Hostess Brands Inc. in its $425-million acquisition of Voortman Cookies Limited from Swander Pace Capital.

AirBoss of America Corp.

Acted for AirBoss of America Corp. to form a new defense business, AirBoss Defense Group, through the merger of its AirBoss Defense business and other operations in Acton Vale, Québec, with privately owned, U.S.-based Critical Solutions International, Inc., in a transaction valued at approximately US$132.7 million.

Temasek

Acted for Temasek, as lead investor, in the initial round of Series E financing of General Fusion Inc., a British Columbia-based fusion energy start-up that is working to commercialize nuclear fusion technology.

Russel Metals Inc.

Acted for Russel Metals Inc. in its $160-million acquisition of City Pipe & Supply Corp., a Texas-based supplier of pipe, valves, and fittings to oil and gas companies in the United States.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in a $548-million secondary bought deal offering of 80,630,383 Class B non-voting participating shares of Corus Entertainment Inc.

Ipsen S.A.

Acted for French biopharmaceutical company Ipsen in the acquisition of Québec-based Clementia Pharmaceuticals for a purchase price of US$25.00 per share in cash upfront, plus a contingent value right (CVR) of US$6.00 per share, for a total transaction value of up to US$1.31 billion.

Management Systems Resources Inc.

Acted for Management Systems Resources Inc., a leading provider of automated global trade compliance software solutions, in the sale of the Visual Compliance and eCustoms business to Descartes Systems Group for $330 million.

Greenhill & Co. Canada Ltd.

Advising Greenhill & Co. Canada Ltd. in its fairness opinion and formal valuation to the delivery of a special committee and board of directors of Canfor Corporation in Canfor's going-private transaction with Great Pacific Capital Corporation for approximately $1 billion.

Enercare Inc.

Acted for Enercare Inc., one of North America's largest home and commercial services and energy solutions companies, in its $4.3-billion sale to Brookfield Infrastructure and its institutional partners by way of plan of arrangement.

Blue Wolf Capital Partners LLC

Acted as Canadian counsel to Blue Wolf Capital Partners LLC on the acquisition and related financing of a majority stake in The State Group Inc., a leading North American multi-trade industrial and specialty services contractor.

TIO Networks Corp.

Acted for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

Khan Resources Inc.

Acted for Khan Resources Inc. in the proposed acquisition by Arden Holdings Ltd. of all the shares of Khan by way of plan of arrangement.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its sale of Shaw Media Inc. to Corus Entertainment Inc. for $2.65 billion. Shaw Media is the owner of the Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. Davies acted for Shaw in 2010 on the purchase of these assets from CanWest Global Communications for $2 billion. The proceeds from this sale were used to finance Shaw's acquisition of WIND Mobile for $1.6 billion. Davies acted for WIND Mobile.

Advance Engineered Products Ltd.

Acted for Advance Engineered Products Ltd. in connection with its sale of Westech Vac Systems Ltd. to FST Canada Inc., a subsidiary of Federal Signal Corporation.

AirBoss of America Corp.

Acted for AirBoss of America Corp. in connection with its successfully amended $138-million senior secured credit facilities.

Ironbridge Equity Partners

Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.

Tecpetrol International S.A.

Acted for Tecpetrol International S.A. and Tecpetrol Internacional S.L. (Unipersonal) in connection with the agreement to acquire all of the issued and outstanding common shares of Americas Petrogas Argentina S.A from Americas Petrogas Inc. for a cash purchase price of $77.6 million.

Airboss of America Corp.

Acted for AirBoss of America Corp. in connection with its acquisition of Immediate Response Technologies, LLC, a privately owned U.S. company that is a leading provider of personal protection and safety products, for an initial purchase price of approximately US$37 million with additional contingent payments of up to approximately US$25 million.

Temasek Holdings (Private) Limited

Acted for Temasek Holdings (Private) Limited in connection with its investment, together with CEF Holdings Limited, in Magris Resources Inc. to fund Magris' initial acquisition of Iamgold Corp's Niobec mine for approximately US$530 million.

West Face Capital Inc.

Acted for West Face Capital Inc. in its acquisition, together with a consortium of investors including Globalive Capital, Tennenbaum Capital Partners and LG Capital Investors, of the interests of VimpelCom Ltd. in Globalive Wireless Management Corp. (doing business as WIND Mobile).

McCain Foods

Acted for McCain Foods on the sale of its North American frozen pizza business to Dr. Oetker.

Aurora Oil & Gas Ltd.

Acted as Canadian counsel to Aurora Oil & Gas Ltd. in connection with its acquisition by Baytex Energy Corp. via a Scheme of Arrangement for AUD$1.9 billion.

ARXX Building Products Inc.

Acted for ARXX Building Products Inc., the debtor in receivership proceedings under the Bankruptcy and Insolvency Act and related proceedings under Chapter 15.

Russel Metals Inc.

Acted for Russel Metals Inc. in connection with its acquisition of the operations of Monarch Supply Ltd., an oilfield supply company predominately serving the Drayton Valley, Alberta area.

AirBoss of America Corp.

Acted for AirBoss of America Corp. in connection with its acquisition of all the shares of Flexible Products Co., a privately owned U.S. company that is a leading supplier of anti-vibration solutions to the North American automotive market, for a purchase price of approximately US$51 million and in establishing a new long-term debt facility for AirBoss of America Corp. comprising a US$25-million senior secured multi-currency revolver, a US$15-million senior secured revolver, a US$45-million senior secured term loan and fixed-rate term loans of $8.7 million and $5 million.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its acquisition of Enmax Envision Inc., a high-speed data communications subsidiary of Enmax Corporation, operating one of Calgary's largest fibre-optic networks, for a purchase price of approximately $225 million.

Aurora Oil & Gas Limited

Acted for Aurora Oil & Gas Limited in connection with its A$120 million global offering.

Qatar Holding LLC

Acted for Qatar Holding LLC in connection with its acquisition of its interest in European Goldfields Limited and its agreement to finance the development of European Goldfields' Skouries and Olympias gold projects in Greece.

Global Railway Industries Ltd.

Acted for Global Railway Industries Ltd. in the sale of its operating subsidiary, CAD Railway Industries Ltd.

Paymentus Corporation

Acted for Paymentus Corporation, a leading electronic bill payment, presentment and customer communication technology and services company, in connection with an equity investment by Accel-KKR, a technology-focused private equity investment firm.

MI Developments Inc.

Acted for MI Developments Inc. in the elimination of its dual-class share structure pursuant to a plan of arrangement under the Business Corporations Act (Ontario).

Global Railway Industries Ltd.

Acted for Global Railway Industries Ltd. and the special committee of Global Railway on the sale of its subsidiaries, G&B Specialties, Inc. and Bach-Simpson Corporation, to Wabtec Corporation.

Banc of America Merrill Lynch

Acted as Canadian counsel to Banc of America Securities LLC and Citigroup Global Markets Inc. in a US$450-million offering by Pacific Rubiales Energy Corp. of 8.75% senior notes due 2016 concurrently in the U.S. and Canada.

JP Morgan Securities Inc.

Acted as Canadian counsel for JP Morgan Securities Inc. in a US$236-million private placement of senior secured second-priority notes due 2016 issued by Lions Gate Entertainment Inc., a wholly-owned subsidiary of Lions Gate Entertainment Corp.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its agreement to sell to Silver Wheaton Corp. silver in an amount equal to 25% of the life-of-mine silver production from Barrick's Pascua-Lama project and 100% of silver production from Barrick's Lagunas Norte, Pierina and Veladero mines until project completion at Pascua-Lama in exchange for a US$625-million cash deposit and US$3.90 cash per ounce of silver.

Barrick Gold Corporation

Acted for Barrick Gold Corporation on its US$750-million underwritten public offering of 6.95% notes due 2019 made in the United States pursuant to the Multi-jurisdictional Disclosure System and led by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc.

Glencore Finance (Bermuda) Limited

Acted as Canadian counsel to Glencore Finance (Bermuda) Limited, a subsidiary of Glencore International AG, which was a lender and underwriter in a US$265.3-million mandatorily convertible loan facility for Kamoto Copper Company SARL, a subsidiary of Katanga Mining Limited.

AirBoss of America Corp.

Acted for AirBoss of America Corp. in the sale of the operating assets and intellectual property of its railway track fastening products business to Amsted Rail Company Inc.

Richmont Mines Inc.

Acted for Richmont Mines Inc. in its acquisition of Patricia Mining Corp. by way of a plan of arrangement for cash and share consideration.

Glencore International AG

Acted for Glencore International AG in connection with the formation of its strategic partnership with Polymet Mining Corp., including a convertible loan to Polymet.

Jinduicheng Molybdenum Group Co., Ltd. and Northwest Nonferrous International Investment Company Limited

Acted for Jinduicheng Molybdenum Group Co., Ltd. and Northwest Nonferrous International Investment Company, Limited, both Chinese state-controlled corporations, in their acquisition of Yukon Zinc Corporation by way of plan of arrangement in a transaction valued at $104 million.

Glencore International AG and RP Explorer Master Fund

Acted for each of Glencore International AG and RP Explorer Master Fund, significant stakeholders in Katanga Mining Limited, in connection with the merger of Katanga and Nikanor PLC to create a company with a combined market capitalization of approximately US$3.3 billion.

Barzel Industries Inc.

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

Edgestone Capital Equity Fund III, L.P.

Acted for private equity fund EdgeStone Capital Equity Fund III, L.P. in its acquisition and subsequent divestiture of an equity interest in Motion Picture Distribution LP, the former motion picture distribution arm of Alliance Atlantis Communications Inc.

Governance Insights: 10 Trends that GCs and Boards Need to Know

Jan. 24, 2024 - The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic and compliance planning, we discuss issues including the...

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Apr. 21, 2023 - Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. In the 2020 edition of Davies Governance Insights, we highlighted how boards and senior...

Davies Governance Insights – September 2022, contributor

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Dec. 15, 2020 - The economic dislocation caused by the COVID-19 pandemic has led to an uptick in “busted deal” litigation in M&A transactions in the United States and Canada.¹ The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that...

BlackBerry Minority Shareholder Forces Changes to Related Party Transactions with Fairfax

Oct. 15, 2020 - BlackBerry Ltd. completed an amended debt refinancing transaction with its significant shareholder Fairfax Financial Holdings Limited (Fairfax), on September 1, 2020, after having made changes to the transaction terms on two separate occasions. These included downsizing the financing from US$535...