Franziska brings her business-minded advice to her client’s critical domestic and cross-border deals.
For more than 30 years, global clients have trusted Franziska’s advice on their Canadian and international public and private acquisitions, divestitures, securities issuances, investments and joint ventures. She frequently advises international clients on their investments in Canada. Public and private sector clients of all sizes, across diverse industries, turn to Franziska for her responsive manner and dedication.
Known for her expertise in corporate governance, Franziska regularly advises boards of directors, special committees, senior management and shareholders on a wide range of transactions, public disclosure issues and corporate governance matters.
Franziska is a member of the firm’s Management Committee and of the Montréal Talent Management and Evaluation Committee. She is the former Chair of the International M&A Subcommittee of the American Bar Association and is a member of the Corporate and M&A Law Committee of the International Bar Association. Franziska also sits on the board of the Québec Chapter of The Institute of Corporate Directors.
Mobile Content:
Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd.
Acting as Canadian counsel to Hankook & Company Co., Ltd. and Hankook Tire & Technology Co., Ltd. in their acquisition of an interest in Preciseley Microtechnology Corporation, a developer of optic micro-electromechanical system solutions.
Mobile Content:
Interfor Corporation
Acted for Interfor Corporation in its $490-million acquisition of 100% of the equity interests of Kelso & Company-backed EACOM Timber Corporation.
Mobile Content:
Fonds de solidarité des travailleurs du Québec and Investissement Québec
Acted for Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Investissement Québec as private placement subscribers in mdf commerce inc.'s private placement of C$52.6 million in subscription receipts in the context of mdf's acquisition of Periscope Intermediate Corporation for a purchase price of approximately US$207.3 million.
Mobile Content:
Sobeys Inc.
Acted for Sobeys Inc. in the acquisition of a majority interest in Ricardo Media Inc. and in connection with the related shareholders, use of intellectual property and employment arrangements.
Mobile Content:
Resolute FP Canada Inc.
Acted for Resolute FP Canada Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its pulp and paper mill located in Thorold, Ontario, to Bioveld Canada Inc., a subsidiary of Riversedge Developments Inc.
Mobile Content:
Hypertec Infrastructures Inc.
Acted as lead tax counsel for Hypertec Infrastructures Inc. in the sale of its data center and colocation services business to Vantage Data Centers, one of the world's leading hyperscale data center providers.
Mobile Content:
Groupe Latécoère
Acted for Groupe Latécoère, a portfolio company of Searchlight Capital Partners, in its acquisition from Bombardier Inc. and certain of its affiliates of the assets relating to electrical wiring interconnection activities for the production of main and sub-electrical harnesses for commercial and business aviation programs.
Mobile Content:
PSP Investments
Acted as lead counsel for PSP Investments in (i) its sale to TCorp of a 49% undivided ownership interest in eight hydroelectric generating facilities located on the Abitibi, Seine, Rainy and Winnipeg rivers in the province of Ontario and the Raft Lake, Kettle Falls and Squirrel Falls control dams and 140 km of transmission lines and control systems for these generating facilities, and (ii) the negotiation of the management and co-ownership agreements between the partners.
Mobile Content:
Vista Equity Partners
Acted for Vista Equity Partners in its joint investment with TA Associates in Aptean, a leading global provider of mission-critical, industry-specific enterprise software solutions.
Mobile Content:
Driven Brands Inc.
Acted for Roark Capital-backed Driven Brands Inc. in its acquisition of Clairus Canada Group, a major automotive parts, windshield repair and claims management business based in Québec.
Mobile Content:
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec (CDPQ) in (i) the sale of Knowlton Development Corporation's shares to a group of investors, including HarbourVest Partners, LLC, led by Cornell Capital LLC; and (ii) the rollover of CDPQ's shares and additional investment therein.
Mobile Content:
Vista Equity Partners III LLC
Acted for Vista Equity Partners in the carve-out sale of the vertical business applications group of its Aptean portfolio companies to a subsidiary of ESW Capital, LLC.
Mobile Content:
Vista Equity Partners III, LLC
Acted for Vista Equity Partners in the carve-out by its portfolio company, Aptean, Inc., of its public sector and healthcare business and the merger of that business with Superion, LLC, and TriTech Software Systems Inc. to form one of the largest conglomerates focused specifically on state and local governments in North America.
Mobile Content:
Michelin Group
Acted for the Michelin Group in its acquisition of Camso Inc., one of the global leaders in the design, manufacturing and distribution of off-road tires, wheels, tracks and conveyer belts, for a purchase price of US$1.7 billion. Camso has facilities in more than 25 jurisdictions world-wide.
Mobile Content:
Golden Gate Capital
Acted as Canadian counsel to Golden Gate Capital in its acquisition of 20-20 Technologies, Inc.
Mobile Content:
Caisse de dépôt et placement du Québec
Acted for the Caisse de dépôt et placement du Québec ("CDPQ") in connection with the sale of Atrium Innovations Inc. to Nestlé S.A., for US$2.3 billion. Atrium Innovations Inc. was held by a group of investors that includes Permira Funds, CDPQ and the Fonds de solidarité des travailleurs du Québec (F.T.Q.).
Mobile Content:
Cincinnati Bell Inc.
Acted for Cincinnati Bell Inc. in its acquisition of OnX Enterprise Solutions, a leading enterprise technology services and solutions provider.
Mobile Content:
PSP Investments
Acted for PSP Investments in its strategic initiatives with Pattern Energy Group Inc., including (i) the acquisition of a 9.9% interest in Pattern Energy; (ii) the joint venture between PSP and Pattern Energy to co-invest in various renewable projects; (iii) the joint acquisition with Pattern Energy of a 51% and 49% interest, respectively, in the 179 MW Meikle wind project in British Columbia and the 143 MW Mont Sainte-Marguerite wind project in Québec; and (iv) the acquisition of 49% of the Class B interests held by Pattern in the Panhandle 2 wind project in Texas.
Mobile Content:
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec in connection with an investment of $1.9 billion in SNC-Lavalin Group Inc. to finance a portion of the acquisition by SNC-Lavalin of all the share capital of WS Atkins plc. The Caisse's investment is structured as (i) a loan of $1.5 billion, secured by the value and cash flows of SNC-Lavalin's interest in the Highway 407 ETR project; and (ii) a subscription of approximately $400 million in subscription receipts of SNC-Lavalin.
Mobile Content:
Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers' Pension Pla
Acted for Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board and Ontario Teachers' Pension Plan in connection with a $340-million private placement of subscription receipts for the partial financing of Intact Financial Corporation's US$1.7-billion proposed acquisition of OneBeacon Insurance Group, Ltd.
Mobile Content:
TeleTech Holdings, Inc.
Acted for TeleTech Holdings, Inc., a leading global provider of customer experience, engagement and growth solutions, in connection with its $59-million acquisition of Atelka Enterprise Inc., a Québec-based customer experience provider of services to leading Canadian telecom, logistics and entertainment companies.
Mobile Content:
Énergir Inc.
Acted for Énergir Inc. in connection with its issuance by way of private placement of (i) $800-million principal amount of short-term promissory notes to Canadian institutional investors under its commercial paper program; (ii) $100-million principal amount of 1.52% Series S senior secured obligations due in 2020 to Canadian institutional investors; (iii) $100-million principal amount of 3.30% Series R senior secured obligations due in 2045; (iv) US$100-million principal amount of 3.22% senior secured notes due in 2024 to U.S. institutional investors; (v) $125-million principal amount of 3.28% Series T First Mortgage Bonds due 2046; and (vi) $200 million Series U first mortgage bonds due 2047.
Mobile Content:
Vista Equity Partners III, LLC
Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.
Mobile Content:
PPG Industries Inc.
Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.
Mobile Content:
Caisse de dépôt et placement du Québec
Acted for the Caisse de dépôt et placement du Québec in connection with its initial $25-million investment in LASIK MD, Canada's largest vision correction leader, to help finance the acquisition of a minority interest in Vision Group Holdings, an American leader in vision correction, as well as its undertaking to provide for additional investments to finance future acquisitions.
Mobile Content:
Peds Legwear Inc.
Acted for Peds Legwear Inc. in connection with its acquisition by Gildan Activewear Inc., for an acquisition cost of US$55 million.
Mobile Content:
Novacap Industries III, L.P.
Acted for Novacap Industries III, L.P. in connection with the sale to Arlon Capital Partners of its interest in Idaho Pacific Holdings, Inc. and AgraWest Foods Ltd., manufacturers of dehydrated potato products.
Mobile Content:
Royal Greenland Seafood A/S
Acted for Royal Greenland Seafood A/S in connection with its investment in Canadian seafood producer Quin-Sea Fisheries Limited.
Mobile Content:
The Aldo Group Inc.
Acted for The Aldo Group Inc. in connection with the sale of its Little Burgundy division to a Canadian subsidiary of Genesco Inc., a U.S. public company.
Mobile Content:
Caisse de dépôt et placement du Québec
Acted for Caisse de dépôt et placement du Québec, Fonds de solidarité des travailleurs du Québec (F.T.Q.) and Fonds de solidarité FTQ investissements croissance I, s.e.c. in connection with the sale of the shares held by all shareholders of Distech Controls Inc. for approximately $318 million, to Acuity Brands, Inc., a NYSE-listed leading provider of lighting solutions.
Mobile Content:
Felda Global Ventures Holdings Sdn. Bhd.
Acted for Malaysia's Felda Global Ventures Holdings Sdn. Bhd., one of the largest palm plantation operators in the world, in its sale of eastern Canada's largest oilseed processing plant to Viterra Inc. for $190 million.
Mobile Content:
PSP Investments
Acted for the Public Sector Pension Investment Board (PSP Investments) in connection with the sale of a portfolio of real estate assets by joint ventures between affiliates of PSP Investments and affiliates of Starlight Investments to Northern Property Real Estate Investment Trust (NPR) concurrently with NPR's acquisition of True North Apartment Real Estate Investment Trust by way of plan of arrangement to form Northview Apartment Real Estate Investment Trust, which has an enterprise value in excess of $3 billion and is the third-largest publicly-traded multi-family REIT in Canada.
Mobile Content:
Zoom Media Group Inc.
Acted for Zoom Media Group Inc. in the sale of its non-fitness indoor advertising business (consisting of campus, fashion, business, medical and golf networks) to Newad Media Inc. and in the acquisition of Newad Media Inc.'s fitness indoor advertising business.
Mobile Content:
Frutarom Industries Ltd.
Acted for Frutarom Industries Ltd., one of the world's 10 largest companies operating in the global flavours and fine ingredients markets, in connection with its acquisition of substantially all of the shares of Investissements BSA Inc., a developer, manufacturer and distributor of spices and seasoning blends, with a particular focus on the areas of processed meats and convenience foods, for $42,750,000.
Mobile Content:
Logibec Inc.
Acted for the management team of Logibec Inc. in connection with the sale of Logibec Inc.'s shares to US private equity firm GI Partners. Logibec is a leading Canadian healthcare IT company specializing in the development, marketing, implementation and support of clinical and administrative information systems for the health and social services sectors.
Mobile Content:
Mill Road Capital, L.P.
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.
Article
Mobile Content:
Canada Chapter, The International Comparative Legal Guide to Corporate Governance, co-author
July 01, 2019 - Global Legal Group, 12th ed.
Download this article.
Guide
Mobile Content:
Davies Governance Insights 2018
Oct. 03, 2018 - Davies’ annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers...
Speaking Engagement
Mobile Content:
Dell Women Entrepreneur Network’s 2018 Summit, “Legal Issues that Matter Most to Women Entrepreneurs”; Toronto, ON
July 17, 2018
Guide
Mobile Content:
Davies Governance Insights 2017
Oct. 02, 2017 - Davies Governance Insights 2017 provides analysis of the top governance trends and issues important to Canadian boards, senior management and governance observers. The 2017 edition provides readers with Davies’ take on important topics ranging from shareholder engagement and activism to...
Bulletin
Mobile Content:
Canadian Securities Regulators Adopt Changes to Early Warning Rules
Feb. 26, 2016 - The Canadian Securities Administrators (CSA) announced yesterday the adoption of amendments to the early warning rules. The CSA received extensive comments from market participants and industry groups in response to the original proposals, which had been published in March 2013. In response to...
Bulletin
Mobile Content:
Take-over Bid Code Reset: 50-10-105
Feb. 25, 2016 - The Canadian Securities Administrators (CSA) have announced today the final adoption of previously proposed amendments to Canada ’ s take-over bid regime. The new rules are designed to shift the balance of power between target boards and shareholders by extending the minimum bid period to 105...
Bulletin
Mobile Content:
2015 Federal Budget Promises to Modernize Corporate Governance Framework for CBCA Companies
Apr. 21, 2015 - Gender Diversity “Comply or Explain” Disclosure Required The federal government announced today as part of its 2015 budget that the 2015 Economic Action Plan will include proposed amendments to the Canada Business Corporations Act (CBCA) to promote gender diversity in public companies,...
Bulletin
Mobile Content:
50-10-120: A New Code for Hostile Bids
Mar. 31, 2015 - Please note: An updated and more comprehensive discussion of this topic is available in Canadian Securities Regulators Chart New Course for Regulation of Hostile Take-over Bids . The Canadian Securities Administrators (CSA) published today for comment proposed rules to implement...