Hillel W. Rosen

Partner

Hillel W. Rosen

Hillel W. Rosen

Partner

For more than 30 years, Hillel has been a key adviser to leading Canadian and foreign companies on their transactional matters.

Clients in diverse sectors, including life sciences and commercial real estate, value his thorough understanding of their businesses, his responsiveness and his pragmatic approach to challenging and time-sensitive transactions.

Hillel is recognized for both his corporate commercial law expertise as well for his command of life sciences transactions. An exceptional corporate lawyer, he is sought out by both domestic and multinational players.

Hillel has been a long-time counsel to several of Canada’s leading specialty pharmaceutical companies.

Hillel is a member of our firm-wide Finance Committee.

Hillel W. Rosen

Partner

For more than 30 years, Hillel has been a key adviser to leading Canadian and foreign companies on their transactional matters.

Clients in diverse sectors, including life sciences and commercial real estate, value his thorough understanding of their businesses, his responsiveness and his pragmatic approach to challenging and time-sensitive transactions.

Hillel is recognized for both his corporate commercial law expertise as well for his command of life sciences transactions. An exceptional corporate lawyer, he is sought out by both domestic and multinational players.

Hillel has been a long-time counsel to several of Canada’s leading specialty pharmaceutical companies.

Hillel is a member of our firm-wide Finance Committee.

Kimco Realty Corporation

Acted for Kimco Realty Corporation in connection with the sale of its interests in 22 shopping centres to RioCan Real Estate Investment Trust for a purchase price of $715 million.

The Cadillac Fairview Corporation Limited

Acted for The Cadillac Fairview Corporation Limited with respect to the establishment of a joint venture by a consortium comprised of The Cadillac Fairview Corporation Limited, Canderel, the Fonds immobilier de solidarité FTQ and the Club de hockey Canadien. Representing the joint venture, Tour des Canadiens 2 S.E.C., in connection with the development of Tour des Canadiens 2, a new 49 storey residential condominium building to be located across from the Bell Centre in the heart of downtown Montréal.

Kimco Realty Corporation

Acted for Kimco Realty Corporation, as part of separate joint ventures, in its acquisition of interests in three Canadian shopping centres comprising 377,000 square feet for USD $113.6 million, including $47.9 million of mortgage debt.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.

Knight Therapeutics Inc.

Acted for a wholly owned subsidiary of Knight Therapeutics Inc., in the US$125 million cash sale of its Neglected Tropical Disease Priority Review Voucher, which was granted by the U.S. Food and Drug Administration with the approval of Impavidor (miltefosine) for treatment of patients with visceral, mucosal and cutaneous leishmaniasis, to Gilead Sciences, Inc.

Renewable Energy Systems Canada Inc.

Acted for Renewable Energy Systems Canada Inc. (RES), part of the St-Laurent Énergies consortium, consisting of EDF Énergies Nouvelles, Hydromega Services Inc. and RES, which was awarded five wind farm projects by Hydro-Québec Distribution representing a total capacity of 954 MW. These five projects represent a total anticipated investment in excess of $2 billion.

Waste Management of Canada Corporation

Acted for WM Québec Inc., an affiliate of Waste Management, Inc., a leading provider of comprehensive waste management services in North America, in connection with the acquisition of the RCI Group, the leading integrated waste management group in the Province of Québec.

Faubourg Boisbriand Shopping Centre Holdings Inc.

Acted for Faubourg Boisbriand Shopping Centre Holdings Inc. (a partnership among Kimco Realty Corporation, Sun Life Assurance Company of Canada and Sterling (Canada) Inc./North American (Boisbriand) Corporation) in its $92.6 million refinancing of the Faubourg Boisbriand lifestyle retail complex.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in connection with its $180-million bought deal private placement of special warrants.

Knight Therapeutics Inc.

Acting for Knight Therapeutics Inc. in connection with its $75-million bought deal private placement of special warrants.

Paladin Labs

Acted for Paladin Labs in connection with its strategic partnership with South Africa's Litha Healthcare Group, whereby Paladin merged its South Africa based Pharmaplan subsidiary with Litha. Paladin became Litha's largest shareholder.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with the acquisition of Bioniche Life Sciences Inc.'s debt facility with Capital Royalty Partners II L.P. and its affiliates for approximately US$22 million, the entering into of an amended loan agreement whereby Paladin Labs Inc. provided an additional US$8-million facility and the entering into of a licensing agreement for Bioniche Life Sciences Inc.'s bladder cancer product.

Kimco Realty Corporation

Acted for Kimco North Trust III, an indirect wholly-owned entity of Kimco Realty Corporation, in connection with its offering of $200 million unsecured notes on a private placement basis in Canada.

Searchlight Pharma Inc.

Acted for Searchlight Pharma Inc., a leading Canadian-based specialty healthcare company focused on women's health, urogynecology and urology, in its exclusive Canadian distribution arrangement with Singapore-based Strides Pharma Global Pte. Ltd. of its Vancocin (vancomycin hydrochloride) capsules. Vancocin is used to treat infections caused by strains of micro-organisms such as staphylococcal enterocolitis and antibiotic-associated pseudomembranous colitis produced by Clostridium difficile.

Searchlight Pharma Inc.

Acted for Searchlight Pharma Inc., a leading Canadian-based specialty healthcare company focused on women's health, urogynecology and urology, in its exclusive Canadian distribution arrangement with Israeli-based OCON Healthcare Ltd. of its patented Intra Uterine Balerinel (IUB) proprietary platform. The IUB, made from a super-elastic alloy Nitinol, is a carrier for multiple drugs to the uterus to treat a variety of conditions.

TALLC Corporation Inc.

Acted for TALLC Corporation Inc., a Montréal-based developer of ophthalmic medicines, regarding its strategic collaboration and licensing agreement with IACTA Pharmaceuticals for the use and future clinical development of TALLC's proprietary SmartCelle micellar technology, a novel platform for pan-ocular drug delivery, for future clinical development.

Paladin Labs

Acted for Paladin Labs Inc., an Endo International company, in its agreements with SK Biopharmaceuticals for the development, registration, supply, commercialization and distribution of cenobamate, an anti-seizure medication to treat partial-onset seizures in adults, on an exclusive basis in Canada.

Searchlight Pharma Inc.

Acted for Searchlight Pharma Inc., a Montréal-based specialty healthcare company, in its acquisition of ERFA Canada 2012 Inc., a distributor of niche pharmaceutical products across Canada that addresses underserved medical indications.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with the partnership of Endo International plc and ADVANZ PHARMA Corp. Limited, which resulted in Paladin Labs commercializing and distributing Xydalba (dalbavancin hydrochloride) on an exclusive basis in Canada.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in its exclusive supply and distribution agreement with Incyte Biosciences International Sàrl for the exclusive rights to distribute tafasitamab (sold as Monjuvir in the United States and Minjuvir in Europe) and pemigatinib (Pemazyrer) in Latin America. 

The Cadillac Fairview Corporation Limited

Acted for The Cadillac Fairview Corporation Limited in (i) its C$295.35 million acquisition of an undivided 50% interest in the Fairview Pointe-Claire shopping centre located in Pointe-Claire, Québec, and its adjacent lands, from Ivanhoe Cambridge, and (ii) its C$232 million sale of an undivided 50% interest in the Galeries d'Anjou shopping centre located in Montréal to Ivanhoe Cambridge. Following the transaction, The Cadillac Fairview Corporation Limited became, directly or indirectly through affiliates, the sole owner of the Fairview Pointe-Claire shopping centre and its adjacent lands, whereas Ivanhoe Cambridge became, directly or indirectly through affiliates, the sole owner of the Galeries d'Anjou shopping centre. 

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. (TSX: GUD), a pan-America specialty pharmaceutical company, in its acquisition from Novartis of the exclusive rights to manufacture, market and sell Exelon (rivastigmine patch, capsules and solution) in Canada and Latin America, for the purchase price of US$168 million and an additional milestone payment of up to US$12 million on the achievement of certain conditions.

Rosenbloom Groupe Inc. and Hymopack Ltd.

Acted for Rosenbloom Groupe Inc. and Hymopack Ltd. in the sale of 100% of their equity interests to wholly owned subsidiaries of ProAmpac Packaging Canada Inc.

Family Shareholders of Dorel Industries Inc.

Acting for the controlling family shareholders, who partnered with Cerberus Capital Management, L.P. in the privatization of Dorel Industries Inc., a TSX-listed company, by way of plan of arrangement. 

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in its transformative acquisition of all of the issued and outstanding shares of Biotoscana Investments S.A., a Luxembourg company listed on the Brazilian stock exchange, for an aggregate purchase price of $369 million.

The Cadillac Fairview Corporation Limited, Tour Des Canadiens 3 LP and Tour TDC Developments Inc.

Acted for The Cadillac Fairview Corporation Limited, Tour Des Canadiens 3 LP and Tour TDC Developments Inc. in connection with the construction financing relating to the development and construction of the project known as Tour des Canadiens 3, a 55-storey condominium comprising 574 residential units.

Altus Formulation Inc.

Acted for Altus Formulation Inc. in its joint venture agreement with Tetra Bio-Pharma Inc. under which the two companies will work together to develop a series of cannabinoid-receptor targeted therapeutics addressing multiple areas of high unmet need.

Searchlight Pharma

Acted for Searchlight Pharma in the signing of an exclusive licensing agreement to commercialize Estelle® in Canada.

Searchlight Pharma Inc.

Acted for Searchlight Pharma Inc. in its acquisition from Norgine B.V.'s subsidiary, Merus Labs International Inc., of its Canadian assets relating to Enablex and Vancocin.

Tour des Canadiens L.P.

Acted for the Tour des Canadiens L.P. in the sale of 1909 Taverne Moderne, a landmark retail asset. This is Canada's largest sports bar and restaurant with its three storeys representing an area of 25,174 square-feet.

Vision Travel Solutions Inc.

Acted for Vision Travel, the largest independent travel management company in Canada, in connection with its merger with Colorado-based Direct Travel, Inc., one of the top travel management companies in the United States. Direct Travel and Vision Travel represent over $3 billion in sales, and the expanded business will have offices in over 60 locations with close to 2,000 employees across North America.

Ayana Pharma Ltd.

Advising Ayana Pharma Ltd. on various commercial matters.

Blue Property Holdings L.P.

Acted for The Cadillac Fairview Corporation Limited with respect to the establishment of a joint venture by a consortium comprising The Cadillac Fairview Corporation Limited, Canderel and Club de hockey Canadien. Davies is representing the joint venture in the development of Tour des Canadiens 3, a new 55-storey residential condominium building to be located across from the Bell Centre in the heart of downtown Montréal, and in the establishment of its co-ownership with Tour des Canadiens 2.

Meyer Housewares Canada Inc.

Acted for Meyer Housewares Canada Inc. in connection with its acquisition from Canadian Tire Corporation, Limited, of the Padinox business in Prince Edward Island, which manufactures and distributes kitchenware.

Kimco Realty Corporation

Acted for Kimco Realty Corporation in connection with the sale by its affiliates of co-ownership interests and partnership interests in a portfolio of 18 shopping centres located in Alberta and British Columbia to Anthem Properties Group Ltd. for $413 million dollars.

Kimco Realty Corporation

Acted for Kimco Realty Corp. in connection with the sale of its 50% interest in Tillicum, a 468,533-square foot shopping centre located in Victoria, British Columbia, to RioCan REIT at a net purchase price of $58.9 million along with a possible future consideration to Kimco based on additional potential residential density.

Oceanwide Inc.

Acted for Oceanwide Inc., a Montréal based insurance software firm, in connection with the sale of its business to Insurity Inc., a provider of core insurance processing and data integration and analysis solutions, based in Hartford, Connecticut.

Kimco Realty Corporation

Acted for Kimco Realty Corporation and certain of its wholly owned subsidiaries in connection with Kimco's sale of its interest in Brentwood Village in Calgary, Alberta and Grand Park in Mississauga, Ontario to RioCan Real Estate Investment Trust for an aggregate purchase price of $87.5 million, and Kimco's acquisition of RioCan's interest in Montgomery Plaza in Fort Worth, Texas for a purchase price of US$58.3 million.

Renewable Energy Systems Canada Inc.

Acted for Renewable Energy Systems Canada Inc. (RES) in connection with a financing arrangement with Pattern Energy. This transaction involved arrangements between RES and Pattern Energy concerning six wind farm development bids being made in response to an RFP by Hydro-Québec.

Partners Real Estate Investment Trust

Acted for Partners Real Estate Investment Trust in connection with its acquisition of two retail properties in Montréal and a portfolio of four retail properties located in the cities of Montréal, Sorel, Saint-Rémi and Repentigny in the province of Québec for a total purchase price of $98,885,500.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with its unsolicited takeover bid for Canmarc Real Estate Investment Trust, valued at approximately $904 million.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition of Labopharm Inc. by way of a Court-sanctioned plan of arrangement.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its unsolicited takeover bid for Afexa Life Sciences Inc.

Arrow Electronics

Acted for Arrow Electronics in the acquisition of the RF, Wireless and Power Division of Richardson Electronics, Ltd., the leading global component distributor and provider of engineered solutions on the global radio frequency and wireless communications market.

Paladin Labs. Inc

Acted for Paladin Labs Inc. in connection with its acquisition of the Tempra line of products in Canada from Bristol-Myers Squibb.

Renewable Energy Systems Canada Inc.

Acted for Renewable Energy Systems Canada Inc. in connection with its sale of interests in seven wind farm projects in the province of Québec totalling 1003.2 MW.

Paladin Labs Inc.

Acted for Paladin Labs Inc., in connection with a $40.25-million bought deal financing.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its strategic relationship with ProStrakan Group, a UK-based specialty pharma company. Paladin was granted an exclusive license to ProStrakan's products for certain emerging territories and acquired ProStrakan's existing £50 million credit facility and certain conversion rights.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with Paladin's concluding three licensing and distribution agreements with Labopharm Inc. under which Paladin will distribute two of Labopharm's products in Canada and Sub Saharan Africa.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in its strategic investment in SpePharm Holding B.V. SpePharm is a specialty pharmaceutical company focused on acquiring, registering and marketing specialty medicines throughout Europe. Under the terms of the agreement, Paladin agreed to invest 4 million Euros in SpePharm through a secured convertible debenture.

Kimco North Trust III

Acted for Kimco North Trust III, an entity controlled by Kimco Realty Corp., a leading U.S.-based REIT, in connection with private placement offerings of $150 million principal amount.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its strategic investment in Pharmaplan (Pty) Ltd of South Africa, South Africa's leading independent specialty pharmaceutical company. The transaction represented Paladin's first investment in emerging markets.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its entering into of a co-promotion agreement with Nycomed Canada Inc. for the Canada-wide promotion and sale of Tridural Once-Daily Tramadol.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition of miltefosine from AEterna Zentaris Inc. Miltefosine, marketed under the brand name Impavidor, is the first oral drug for the treatment of visceral and cutaneous leishmaniasis.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its distribution arrangements with GlaxoSmithKline Inc. (GSK) for the Canadian rights to Dexedrine and the establishment of a strategic relationship between Paladin and GSK.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition of ViRexx Medical Corp. The transaction was achieved by way of a proposal to creditors and reorganization of share capital pursuant to the Bankruptcy and Insolvency Act and the Alberta Business Corporations Act.

CryoCath Technologies Inc.

Acted for CryoCath Technologies Inc., a medical device company, in its sale to Medtronic, Inc. by way of a negotiated takeover bid valued at US$400 million.

Time Inc.

Acted as Canadian counsel for Time Inc. in its acquisition of QSP, Inc., in the United States, and Quality Service Products Inc., in Canada, from The Readers Digest Association Inc. in a transaction valued at US$110 million.

Kimco Realty Corporation

Acted for Kimco Realty Corporation in connection with Kimco Realty and Riocan Real Estate Investment Trust's acquisition of a 10-property shopping centre portfolio located in central and eastern Canada for $156 million.

Redbourne Realty Fund Inc.

Acted for Redbourne Realty Fund in connection with the Redbourne Madison Property Inc. and Redbourne Madison Property LP Inc. acquisition of Madison Centre from Bentall Investment Management.

Abitibi-Consolidated Inc.

Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) in connection with the sale of a paper mill and timberlands in Fort Williams, Ontario.

Paladin Labs Inc.

Acted for Paladin Labs Inc., a leading Canadian specialty pharmaceutical company, in connection with its purchase of BioEnvelop Inc., a company developing and manufacturing rapidly dissolving edible films for the nutraceutical and pharmaceutical markets. The transaction was achieved pursuant to the Bankruptcy and Insolvency Act.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its Canadian licensing and distribution arrangements with Labopharm Inc. for Tridural Once-Daily Tramadol.

Schonbek Worldwide Lighting Inc.

Acted for Schonbek Worldwide Lighting Inc. and its affiliated companies in connection with their sale to Swarovski US Holding Ltd., a subsidiary of Swarovski International Holding.

Faubourg Boisbriand Shopping Centre Holdings Inc. (Kimco Realty Corporation)

Acted for Faubourg Boisbriand Shopping Centre Holdings Inc. (a joint venture among Kimco Realty Corporation, Cherokee Partners and Sterling Centrecorp) in connection with a $165 million construction credit facility in respect of the Faubourg Boisbriand lifestyle retail complex in Boisbriand, Québec.

Kimco North Trust III

Acted for Kimco North Trust III, an entity controlled by Kimco Realty Corp., a leading U.S.-based REIT, in connection with its private placement offering of $200 million principal amount of 5.18% notes due 2013.

Kimco Realty Corporation

Acted for Kimco Realty Corporation in the establishment of a partnership with Sterling Centrecorp and Cherokee Partners and the subsequent acquisition by the partnership of Faubourg Boisbriand, a lifestyle-based 1.2 million square foot power centre currently being developed in Boisbriand, Québec.

Canadian Forum Investments Inc.

Acted for Canadian Forum Investments Inc. in its acquisition of the Montreal Forum historic property in a transaction valued at $45.2 million.

Ernst & Young Orenda Corporate Finance Inc.

Acted for Ernst & Young Orenda Corporate Finance Inc., appointed as trustee to conduct a divestiture of a business pursuant to a Consent Order issued by the Competition Tribunal. Also acted on behalf of the Trustee in contested proceedings before the Competition Tribunal in respect of that Order.

AVS Technologies Inc.

Acted for AVS Technologies Inc. in connection with the sale of the company to an affiliate of Jutan by an asset transaction.

Bank of Montreal, National Bank of Canada, Merrill Lynch Capital Canada and The Toronto-Dominion Bank

Acted for a syndicate of lenders in connection with a $1.7-billion credit facility made available to Metro Inc. to allow Metro Inc. to acquire all of the issued and outstanding shares of A&P Canada from the Great Atlantic & Pacific Tea Company, Inc.

Kimco Realty Corporation

Acted for Kimco Realty Corp. in connection with the sale of its 50% interest in Tillicum, a 468,533-square foot shopping centre located in Victoria, British Columbia, to RioCan REIT at a net purchase price of $58.9 million along with a possible future consideration to Kimco based on additional potential residential density.

Searchlight Pharma Inc.

Acting for the shareholders of Searchlight Pharma Inc., a top-growth Canadian specialty and innovative branded pharmaceutical company, in connection with the sale of their 100% interest to Apotex Inc., Canada’s largest pharmaceutical company.

Guide

Investment Canada Act: Guide for Foreign Investors in Canada, 2019 Edition

Feb. 02, 2019 - The regulatory landscape for foreign investments in Canada is constantly evolving. As a regular adviser on matters relating to the Investment Canada Act (ICA), Davies has updated this informative guide for foreign investors and their advisers, which provides an overview of the ICA and how...

In the News

Dealmakers adapt to U.S. tax-inversion restrictions – Lexpert

Apr. 29, 2016 - In a Lexpert article exploring how advance knowledge of the U.S. Treasury Departments anti-inversion regulations has lessened their impact, Davies partner Hillel Rosen discusses the M&A boom in life sciences. Were reading about inversion, but the...

Bulletin

Canadian Government Announces Changes to Foreign Investment Review Regime

Mar. 26, 2015 - On March 25, 2015, the Canadian government announced that it would implement long-awaited changes to Canada’s foreign investment review regime under the Investment Canada Act (ICA). These changes will significantly alter the threshold used in most transactions to determine whether foreign...

Bulletin

Top Competition and Foreign Investment Review Trends for 2015

Jan. 15, 2015 - Our top Canadian competition and foreign investment review trends to watch for in 2015 reflect a confluence of key themes. In particular, developments are unfolding in a regulatory environment in which the administration and enforcement of the Competition Act and Investment Canada...

Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Québec; Life Sciences: Corporate/Commercial

IFLR1000: The Guide to The World’s Leading Financial Law Firms—Mergers and Acquisitions; Real Estate Acquisitions

Lexpert Special Edition: Energy

Lexpert Special Edition: Technology and Health Sciences

The Canadian Legal Lexpert Directory—Corporate Commercial Law; Corporate Mid-Market; Mergers and Acquisitions

The Best Lawyers in Canada—Banking and Finance Law; Corporate Law; Mergers and Acquisitions Law; Real Estate Law

Bar Admissions

Québec, 1988

Education

University of Oxford, MA, 1987
McGill University, BCL/LLB (Double Gold Medallist), 1985

Board Memberships

Jewish Public Library, honorary director
Montréal YMHA, director

Community Involvement

McGill University Faculty of Law