Flex Ltd.

Acted as Canadian counsel to Flex Ltd. in its US$325-million acquisition of Crown Technical Systems, a provider of integrated power distribution and protection systems.

WESCO Distribution Inc.

Acted as Canadian counsel to WESCO Distribution Inc. in the US$350-million sale of its integrated supply business to Vallen Distribution, Inc., a portfolio company of Nautic Partners, LLC.

Revolution Sustainable Solutions Holdings LLC

Acted for Revolution Sustainable Solutions Holdings LLC, a portfolio company of Arsenal Capital Partners, in its acquisition of the assets of PolyAg Recycling Ltd., an agricultural plastic recycler in Alberta. 

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its initial C$23.39 million strategic investment in Hercules Silver and its additional C$7-million follow-on investment. 

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in securing a strategic equity investment from OMERS Infrastructure.

DIF Capital Partners

Acted for DIF Capital Partners, through its DIF Core Infrastructure Fund III (DIF CIF III), in its acquisition of RFNow Inc., an independent enterprise fiber, residential fiber, fixed wireless internet and phone services provider in Manitoba and Saskatchewan.

Valley Fiber Ltd.

Acted for Valley Fiber, a portfolio company of DIF Capital, in its acquisition of Commstream GigaLinks, an independent internet service provider in Manitoba.

Valley Fiber Ltd.

Acted for Valley Fiber, a portfolio company of DIF Capital, in its acquisition of Waterside Wireless, an independent internet service provider in Manitoba.

Beanfield Technologies Inc.

Acted for Beanfield Technologies Inc., a portfolio company of DigitalBridge, in its acquisition of Urbanfibre, a leading internet service and wholesale fibre provider operating in the Greater Vancouver Area.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global technology-enabled leader in the legal services industry, in its acquisition of Fireman & Company, a leading legal industry management consulting firm.

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in its acquisition of FibreStream, an Internet service provider operating in the Greater Toronto Area, Ottawa and Vancouver.

Kroll

Acted for Kroll, a premier global provider of services and digital products related to valuation, governance, risk and transparency, in its acquisition of Security Compass Advisory, a leading Canadian provider of cyber security solutions and advisory services with operations in Canada, the U.S. and India.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband service provider, in its acquisition of fibre assets from Brant Fibre Optics, a network operator providing gigabit speed Internet services to enterprise customers in Brant County, Ontario.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband service provider, in its acquisition of Swift High Speed, a facilities-based rural broadband service provider in Manitoba.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband service provider, in its acquisition of TowerCo Inc.'s tower assets in Manitoba.

DigitalBridge

Acted for DigitalBridge, the global digital infrastructure investment platform of Colony Capital, Inc., in connection with the sale of the Canadian data centres and the associated colocation business of one of its portfolio companies, Aptum Technologies, to eStruxture Data Centers Inc.

Management shareholders of Canadian Orthodontic Partners

Acted for the Management shareholders of Canadian Orthodontic Partners, the largest orthodontics-focused specialty dental support organization in Canada, in the strategic growth investment by Pamlico Capital.

WESCO International Inc.

Acted for WESCO International Inc. in the sale of its legacy WESCO Datacom business in Canada to Guillevin International, a Canadian distributor of industrial products.

WESCO International Inc.

Acted for WESCO International Inc. in the sale of its legacy WESCO Utility business in Canada to Rexel Canada, a wholly owned subsidiary of France's Rexel Group.

Green Vision Holding B.V.

Acted as Canadian counsel to Green Vision Holding B.V. in the $155.9-million sale of HyGear, a Dutch-based leader in onsite hydrogen generation solutions for industrial and fuel cell electric vehicle refuelling applications, to Xebec Adsorption Inc., a global provider of clean energy solutions.

Ivanhoé Cambridge Inc.

Acted for Ivanhoé Cambridge Inc. in its joint sale with KingSett Capital of VersaCold Logistics Services, one of Canada's leading cold storage warehousing and food logistics companies, to TorQuest Partners.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., a portfolio company of Stonepeak Infrastructure Partners and Canada's leading rural broadband provider, in its acquisition of Ocdotus Inc., a fibre-based service provider in southern Ontario operating under the name Metro Loop.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., a portfolio company of Stonepeak Infrastructure Partners and Canada's leading rural broadband provider, in its acquisition of Corridor Communications Inc., which operates CCI Wireless., a provider of broadband solutions to rural homes in Alberta, along with enterprise clients across western Canada.

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in its acquisition of Epik Networks Inc., a Toronto-based telecommunications service provider.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., a portfolio company of Stonepeak Infrastructure Partners and Canada's leading rural broadband provider, in its acquisition of F6 Networks Inc., a fibre optic based telecommunications company in New Brunswick.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's largest rural-focused broadband service provider, in its sale to Stonepeak Infrastructure Partners.

DigitalBridge

Acted for DigitalBridge in connection with the additional $148.5 million of bank financing raised to recapitalize Beanfield Metroconnect and the related tuck-in acquisition by Beanfield of the fibre business of Aptum Technologies.

DIF Capital Partners

Acted for DIF Capital Partners, through its DIF Core Infrastructure Fund II (DIF CIF II), in its majority investment in Valley Fiber Ltd., a Manitoba-based telecommunications infrastructure company.

Management Shareholders of Give & Go

Acted for the Management Shareholders of Give & Go, a market leader in the North American bakery industry, in the sale by Thomas H. Lee Partners, L.P., of a significant majority interest in Give & Go to Mondelez International.

Plenary Group

Acted for Plenary Group, a leading investor, developer and operator of public infrastructure in North America, in its sale to Caisse de dépôt et placement du Québec.

Xplornet Communications Inc.

Acted for Xplornet Communications Inc., Canada's leading rural broadband provider, in its acquisition of Silo Wireless Inc., a rural provider operating in southwestern Ontario and headquartered in Brantford, Ontario.

Apotex Inc.

Acted as lead transaction and tax counsel to Apotex Inc. and ApoPharma USA Inc. on the sale of the ApoPharma business, including the global rights to Deferiprone, an iron chelator used to treat iron overload conditions resulting from blood transfusions, to Chiesi Farmaceutici S.p.A.

Beanfield Metroconnect

Acted for Beanfield Metroconnect, a portfolio company of DigitalBridge, in its acquisition of Openface Inc., the largest independent enterprise fibre solutions provider in Montréal.

DigitalBridge

Acted for DigitalBridge in its acquisition (and related bank financing) of Beanfield Metroconnect, an independent bandwidth infrastructure provider serving the enterprise, carrier and multi-dwelling unit markets in Toronto and Montréal over its owned fibre network.

Healthcare of Ontario Pension Plan

Acted for Healthcare of Ontario Pension Plan on its minority equity investment in Herschel Supply Co., a design-driven global lifestyle brand.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of H&A eDiscovery, a leading Canadian eDiscovery and litigation support firm.

The Sierra-Cedar Group, Inc.

Acted for The Sierra-Cedar Group, Inc., a portfolio company of Golden Gate Capital, in the sale of its Canadian subsidiary, Sierra Systems Group, Inc., to NTT DATA Services, a Texas-based recognized leader in global technology services.

Berkshire Partners

Acted as Canadian counsel to Berkshire Partners in the $800-million sale of Farm Boy, a fast-growing and successful Canadian food retailer, to Empire Company Limited.

WellSpring Pharma Services Inc.

Acted as Canadian counsel to WellSpring and its shareholders in the US$18-million sale of WellSpring Pharma Services Inc. to ANI Pharmaceuticals Inc.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Bruneau Group, Inc., a prominent bilingual Canadian settlement administrator.

Epiq Systems, Inc.

Acted as Canadian counsel for Epiq Systems, Inc., a global leader in the legal services industry, in its acquisition of Garden City Group from Crawford & Company.

Kinepolis Group NV

Acted for Kinepolis Group NV in its $123-million acquisition of Landmark Cinemas Canada LP, Canada's second-largest movie theatre exhibition company.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in its acquisition of Hewitt Equipment in a $1-billion transaction that expands Toromont's Caterpillar dealership into Québec, Western Labrador and the Maritimes, and strengthens its expertise in the mining, construction, power systems and forestry sectors.

Zochem LLC

Acted for Zochem LLC (formerly Zinc Oxide LLC) in its acquisition of Zochem Inc. from American Zinc Recycling LLC, creating the largest producer of zinc oxide in North America.

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.

Iron Mountain Incorporated

Acted for Iron Mountain Incorporated (IRM) in connection with the divestiture of certain records and information management assets in the United States and Canada to Arkive, Inc., a portfolio company of the U.S.-based private equity firm, Summit Park Partners. The U.S. Department of Justice and Canadian Competition Bureau required these assets to be divested following IRM's US$2-billion acquisition of Recall Holdings Ltd.

McKesson Corporation

Acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada's largest privately owned enterprises.

Satcom Direct, Inc.

Acted for Satcom Direct, Inc., a global aeronautical communications provider, in connection with its acquisition of TrueNorth Avionics Inc.

Management Shareholders of Give & Go Prepared Foods Corp.

Acted for the Management Shareholders of Give & Go Prepared Foods Corp., a market leader in the North American bakery industry, in connection with its sale by OMERS Private Equity and Management Shareholders to Thomas H. Lee Partners, L.P.

Spectrum Health Care LP

Acted for Spectrum Health Care LP in connection with its $16.5-million acquisition of the Preferred Health Care Services division of Sienna Senior Living Inc.

ISE Inc.

Acted for ISE Inc., a major supplier of ergonomic office and workstation products, in connection with the sale of its business to Workrite Ergonomics, LLC, a division of Knape & Vogt Manufacturing Co., a portfolio company of Wind Point Partners.

Christie Digital Systems USA, Inc.

Acted for Christie Digital Systems USA, Inc. in connection with its sale of Matrix series projector product lines to Rockwell Collins and related commercial arrangements.

Roxgold Inc.

Acted for Roxgold Inc. in connection with an $18.4-million investment in the company by International Finance Corporation (IFC), a member of the World Bank Group, by way of a non-brokered private placement of 25,783,352 units.

Kraft Canada Inc.

Acted as counsel for The Kraft Heinz Company in connection with a Canadian private placement of C$1.0 billion of senior notes issued by its subsidiary, Kraft Canada Inc., and guaranteed by The Kraft Heinz Company and Kraft Heinz Foods Company.  This private placement was part of a series of financing transactions in other jurisdictions consummated in connection with the US$54-billion merger of H.J. Heinz Company and Kraft Foods Group, Inc.

Major shareholder of Porter Aviations Holdings Inc.

Acted for a major shareholder of Porter Aviation Holdings Inc. in the sale of the passenger terminal at Billy Bishop Toronto City Airport to Nieuport Aviation Infrastructure Partners, a consortium of Canadian and international infrastructure investors, including AGF Management Ltd.'s InstarAGF Asset Management Inc.

Burger King Worldwide, Inc.

Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

United Technologies Corporation

Acted for United Technologies Corporation in connection with its sale of fuel cell intellectual property assets to Ballard Power Systems.

America Fujikura Ltd.

Acted as Canadian counsel for America Fujikura Ltd. in connection with its acquisition of Tier2 Technologies Ltd., a Calgary based fiber construction services firm.

Bureau Veritas SA

Acted for Bureau Veritas SA in connection with its $650-million acquisition of Maxxam Analytics International Corporation.

Confidential Client

Acted for the purchaser of residual interests from Home Trust Company in mortgage pools totalling $662.2 million originated and securitized by Home Trust Company through the NHA Mortgage Backed Securities program sponsored by Canada Mortgage and Housing Corporation.

San Antonio Internacional S.A.

Acted as Canadian counsel for San Antonio Internacional S.A. in the sale of its Columbian subsidiary, San Antonio Internacional Co. Inc. to Estrella International Energy Services Ltd. for approximately US$122 million.

Xceed Mortgage Corporation

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

Cavendish Farms Corporation

Acted for Cavendish Farms Corporation in connection with its $60 million acquisition of Maple Leaf Foods Inc.'s potato processing business.

AMC Entertainment Inc.

Acted as Canadian counsel to AMC Entertainment Inc. in the US$2.6-billion acquisition of AMC by Beijing-based Dalian Wanda Group Co.

AMC Entertainment Inc.

Acted for AMC Entertainment Inc. in its divestiture of Canadian theatres to Cineplex Inc. and Empire Theatres Limited.

Watsco, Inc.

Acted for Watsco, Inc. in its acquisition of 60% of Carrier's $330 million Canadian heating, ventilation and air conditioning distribution network in Canada, to form a joint venture with UTC Climate, Controls & Security, a unit of United Technologies Corp., under the name Carrier Enterprise Canada.

Brambles Limited

Acted for Brambles Limited, the world's leading provider of pallet and container pooling solutions, in its acquisition of Paramount Pallet.

WellSpring Pharmaceutical Corporation

Acted for WellSpring Pharmaceutical Corporation, a manufacturer and marketer of specialty pharmaceutical products, in connection with its acquisition by Ancor Capital Partners.

EdgeStone Capital Partners

Acted for EdgeStone Capital Partners in connection with the US$415 million sale of Continental Alloys & Services, Inc. to Reliance Steel & Aluminum Co.

ABS Capital Partners

Acted for ABS Capital Partners in connection with its investment in Syncapse Corp., a provider of cloud-based software and strategic services to help enterprises build, manage and measure their social media presence.

Callisto Capital LP and CBI Health Group

Acted for Callisto Capital LP and CBI Health Group in connection with the acquisition of CBI from Callisto by OMERS Private Equity.

George Weston Limited

Acted for George Weston Limited in connection with the acquisition of ACE Bakery Limited in a deal valued at $110 million.

Khan Resources Inc.

Acted for Khan Resources Inc., a uranium exploration and development company focused on Mongolia, in the successful defence of a hostile takeover bid by Atomredmetzoloto JSC, a Russian state-owned enterprise, and acted for Khan Resources Inc. in connection with the "white knight" negotiated offer by way of takeover bid by CNNC Overseas Uranium Holding Ltd., an indirect wholly owned subsidiary of China National Nuclear Corporation.

Mannkind Corporation

Acted for Mannkind Corporation, a California-based biotechnology company, in connection with its US$2.5-million equity investment in SemBioSys Genetics Inc., a Calgary-based biotechnology company developing protein-based pharmaceuticals using genetically enhanced plants, and MannKind's option to license SemBioSys's plant-produced recombinant human insulin for use in MannKind's ultra-rapid acting insulin.

Callisto Capital LP

Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.

Patheon Inc.

Acted for Patheon Inc. in the sale of its Niagara-Burlington commercial manufacturing business to Pharmetics Inc.

Patheon Inc.

Acted for Patheon Inc. in its joint venture with Italy's BSP Pharmaceuticals, a company focussed on the development and marketing of cytotoxic pharmaceutical products.

Wellspring Pharmaceutical Corporation

Acted for WellSpring Pharmaceutical Corporation in connection with its cross-border acquisition of a portfolio of over-the-counter pharmaceutical products from McNeil Consumer Healthcare, a Johnson & Johnson company.

Thomas H. Lee Partners L.P. and Fidelity National Financial Inc.

Acted as Canadian counsel for Thomas H. Lee Partners, L.P. and Fidelity National Financial Inc. in their acquisition of Ceridian Corporation in a transaction valued at US$5.3 billion.

Morgan Stanley Real Estate

Acted for Morgan Stanley Real Estate in connection with its acquisition of Three Sisters Mountain Village Ltd.

Patheon Inc.

Acted for Patheon Inc. in the issuance of US$150 million private placement of convertible preferred shares to JLL Partners and concurrent refinancing of Patheon's North American credit facilities with new US$225 million syndicated credit facilities by JP Morgan Securities Inc. and GE Commercial Finance.

Callisto Capital LP

Acted for Callisto Capital LP in the sale of its interest in Dynacare Kasper Medical Laboratories to Borealis Infrastructure Management Inc.

EdgeStone Capital Equity Fund III LP

Acted for private equity fund EdgeStone Capital Equity Fund III LP in its acquisition, along with its co-investors including Canada Pension Plan Investment Board, of a 50% interest in Continental Alloys & Services, a Houston-based global manufacturer and distributor of bar and tubular products for the oilfield service industry.

BDC Capital Inc.

Acted for BDC Capital Inc. in its follow-on investment, along with The VenGrowth Advanced Life Science Fund Inc. and GeneChem Therapeutics Venture Fund L.P., in convertible preferred shares of LymphoSign Inc., a private life sciences company that is developing a number of novel compounds as potential treatments of acute leukemias and other cancers.

Patheon Inc.

Acted for Patheon Inc., a leading independent provider of pharmaceutical manufacturing and development services, in its new North American credit facilities in the amount of US$290 million with Royal Bank of Canada as sole Administrative Agent and RBC Capital Markets as Lead Arranger and sole Book Runner.

The Gillette Company

Acted as Canadian counsel for the The Gillette Company in connection with the acquisition of The Gillette Company by Procter & Gamble Co. in a transaction valued at approximately US$57 billion.

Toromont Industries Ltd.

Acted for Toromont Industries Ltd. in the sale of its Sterling Trucks Division to a subsidiary of Harper Detroit Diesel Limited.

Co-chair, Cambridge Forums, Forum on Private Equity M&A; Niagara-on-the-Lake

Apr. 24, 2022

Significant Amendments to CBCA Proposed in 2019 Federal Budget

Apr. 24, 2019 - The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include: codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976...

OBA Business Law Program, Current Practice Trends In Canadian Private M&A Agreements, “Legal Trends in Canadian Private M&A Transactions”; Toronto, ON

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Canada

Sept. 02, 2015 - International Joint Ventures, Second Edition (New York: Juris Publishing LLC)
Purchase a copy of International Joint Ventures, Second Edition.