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.

LKQ Corporation

Acting as Canadian counsel to LKQ Corporation in its C$2.8-billion acquisition of Uni-Select Inc.

PSP Investments

Acts as regulatory counsel to PSP Investments in the structuring of all its worldwide investments to ensure compliance with the PSPIB Act and Regulations, as well as advising PSP Investments on governance and other commercial and regulatory matters.

Stifel Nicholaus Canada Inc.

Acted for a syndicate of underwriters led by Stifel Nicolaus Canada Inc. in OpSens Inc.'s $11.5-million bought deal public offering of common shares including the full exercise of the over-allotment option by the underwriters.

PSP Investments

Acted for PSP Investments (PSP) in relation to its investment in D-Wave Systems Inc. for the latter’s merger with a SPAC, DPCM Capital Inc. – a deal with an implied value of US$1.6 billion. Davies also advised PSP in its concurrent PIPE investment in D-Wave Quantum Inc., the resulting public issuer of the De-SPAC transaction.

National Bank Financial Inc.

Acted for National Bank Financial Inc. in its capacity as independent financial adviser to the board of directors of Intertape Polymer Group Inc. in its US$2.6-billion sale to Clearwater Capital Group, L.P.

FS Investors

Acted for FS Investors, as lead investor, as well as Fonds de solidarité FTQ, Fondaction, Fonds économie circulaire and MacKinnon, Bennett & Co. in connection with their respective investments in the Montréal green tech company CarbiCrete Inc.

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 $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.

Novacap and Caisse de dépôt et placement du Québec

Acted for various funds managed by Novacap Management Inc. and for Caisse de dépôt et placement du Québec, as selling shareholders, in connection with the US$500-million bought deal secondary offering of Nuvei Corporation.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in its $800-million sale to NL1 AcquireCo Inc., an entity created by funds managed by FFL Partners, LLC, a San Francisco-based private equity firm, Caisse de dépôt et placement du Québec and the Dr. H. Doug Barnes Family.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with its U.S. private offerings of (i) US$650-million principal amount of senior unsecured notes due in 2041; and (ii) US$350-million principal amount of senior unsecured notes due in 2051 (Green Bonds).

Moka Financial Technologies Inc.

Acted as special Canadian and U.S. securities law and tax counsel to Moka Financial Technologies Inc. in its sale to Mogo Inc., a digital payments and financial technology company listed on the TSX and Nasdaq, in a share-for-share transaction valuing Moka at approximately $50 million.

Novacap and Caisse de dépôt et placement du Québec

Acted for various funds managed by Novacap Management Inc. and for Caisse de dépôt et placement du Québec, as selling shareholders, in connection with the US$552-million bought deal secondary offering of Nuvei Corporation (including the partial exercise of the over-allotment option granted to the underwriters).

Stifel Nicolaus Canada Inc.

Acted for a syndicate of underwriters led by Stifel Nicolaus Canada Inc. in OpSens Inc.'s $28.75-million bought deal public offering of common shares including the full exercise of the over-allotment option by the underwriters.

Alstom S.A.

Acted as Canadian counsel to Alstom S.A. in its EUR4.4-billion strategic acquisition of Bombardier Transportation.

Tryg A/S

Acted as Canadian counsel to Tryg A/S in connection with its £7.2-billion joint bid with Intact Financial Corporation to acquire RSA Insurance Group plc.

Novacap Management and Caisse de dépôt et placement du Québec

Acted for various funds managed by Novacap Management Inc. (as selling shareholders) and for Caisse de dépôt et placement du Québec in connection with the US$833-million initial public offering and concurrent private placement of Nuvei Corporation, representing the largest technology IPO, by both equity capital raised and market capitalization at the time of listing, in TSX history.

PSP Investments

Acted for PSP Investments in its strategic investment in SitusAMC, the leading provider of services and technology supporting the real estate finance industry.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in an offering of US$1.5 billion principal amount of senior unsecured notes on a private placement basis in the United States.

Canopy Growth Corporation

Acted for Canopy Growth Corporation in its acquisition of a majority stake in BioSteel Sports Nutrition Inc., a leading producer of sports nutrition products.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. (ACT) in its strategic investment in Fire & Flower Holdings Corp., a leading independent cannabis retailer based in Edmonton, Alberta, to (i) purchase $25,989,985.42 principal amount of 8% convertible unsecured debentures and (ii) be issued three series of share purchase warrants, which, if exercised in full, would subsequently increase ACT's ownership interest to 50.1% on a fully diluted basis.

Stingray Group Inc.

Acted for Stingray Inc. with a $25 million private placement at a price of $10.29 per share to 3322044 Nova Scotia Limited, an affiliate of Irving West, Limited, a company controlled by Mr. Harry R. Steele, a former Chairman of Newfoundland Capital Corporation Limited, which was acquired by Stingray.

Stingray Group Inc.

Acted for Stingray Group Inc. in its acquisition of DJ-Matic, a provider of in-store media solutions (music, video, digital signage) for businesses with clients in Belgium, the Netherlands, Germany and Denmark.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $506-million acquisition of Newfoundland Capital Corporation Limited, one of Canada's leading radio broadcasters with 101 licences (82 FM and 19 AM) across Canada, and the financing of this acquisition, which included $450 million of new credit facilities and $138 million of equity, comprising a $83-million bought deal offering of subscription receipts, a $40-million private placement of subscription receipts to the Caisse de dépôt et placement du Québec, and $15 million from the exercise of pre-emption rights from the Boyko Group.

Caisse de dépôt et placement du Québec

Acted for Caisse de dépôt et placement du Québec in the $1.69-billion sale of its remaining holdings in Quebecor Media Inc. to Quebecor Media and Québecor Inc.

S.A. Jarislowsky Investments Inc.

Acted for Stephen A. Jarislowsky in the $1 billion sale of Jarislowsky Fraser Limited, a leading independent investment firm, to Scotiabank.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in an offering of US$900 million principal amount of senior unsecured notes on a private placement basis in the United States.

Stingray Group Inc.

Acted for Stingray Group Inc. in its $45-million equity offering on a bought deal basis.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with its private offerings of (i) US$2.5 billion principal amount of senior unsecured notes in the United States; and (ii) C$700 million principal amount of senior unsecured notes in Canada.

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.

The Sentient Group

Acted for The Sentient Group in the going-private transaction of Era Resources Inc. effected through a plan of arrangement.

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.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with (1) its acquisition of, by way of merger, the Texas-based gas-and-convenience-store chain CST Brands, Inc., valued at approximately US$4.4 billion; and (2) Alimentation Couche-Tard Inc.'s subsequent sale of a portion of CST Brands, Inc.'s Canadian assets to Parkland Fuel Corporation for approximately US$750 million, subject to adjustments.

PJT Partners LP

Acted as Canadian counsel to PJT Partners LP, the financial adviser to Lions Gate Entertainment Corp., in connection with the US$4.4-billion merger of Lions Gate with Starz.

The Sentient Group

Acted for The Sentient Group, a principal shareholder of Pershimco Resources Inc., in connection with the combination of Orla Mining Ltd. and Pershimco Resources Inc.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with its $200-million offering of trust units on a bought deal basis.

Stingray Group Inc.

Acted for Stingray Group Inc. in connection with its initial public offering on the TSX.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with an offering of $700-million principal amount of 3.60% Series 5 senior unsecured notes due 2025, on a private placement basis in Canada.

Alimentation Couche-Tard inc.

Acted for Alimentation Couche-Tard Inc. in connection with its acquisition of U.S.-based The Pantry, Inc. for approximately US$1.7 billion including assumed debt and the financing of such acquisition.

New Look Eyewear Inc.

Acted for New Look Vision Group Inc. in connection with its acquisition of substantially all the assets of Optic Direct Inc., doing business in Québec as Greiche & Scaff, for a purchase price of $17.75 million, and its financing arrangements to finance such acquisition, including a $10 million increase of its senior secured debt facility with its bank syndicate to $53 million, and a bought deal private placement of 500,000 subscription receipts at a price of $20.00 per receipt with a syndicate of Canadian investment firms led by GMP Securities L.P.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with its offering of (i) Series 6 Floating Rate Senior Unsecured Debentures due September 22, 2016 in the principal amount of $250 million and (ii) 3.62% Series 7 Senior Unsecured Debentures due June 21, 2019 in the principal amount of $300 million.

Joddes Limited and members of the Goodman family

Acted for Joddes Limited and members of the Goodman family, the largest shareholders of Paladin Labs Inc., in connection with the acquisition of Paladin Labs Inc. by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.

The Sentient Group

Acted for The Sentient Group in connection with the acquisition of Rio Madeira Comércio Importaçao e Exportaçao de Minérios, a Brazilian company operating a manganese mine. In relation to this acquisition, Sentient executed a binding term sheet with Cancana Resources Corp. whereby and pursuant to which Sentient acquired shares, warrants and convertible debentures of Cancana and the latter will subscribe for 50% of the quotas of Rio Madeira.

New Look Eyewear Inc.

Acted for New Look Vision Group Inc. in connection with its acquisition of all the assets and business of Vogue Optical Inc. New Look financed the acquisition through new credit facilities and the private placement of subscription receipts.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with an offering of $300 million principal amount of 4.214% series 4 senior unsecured notes due 2020.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with the closing of the public offering of its 4.941% Series 4 senior unsecured debentures due July 27, 2020 in the principal amount of $100 million.

The Greenberg family

Acted for certain members of the Greenberg family, controlling shareholder of Astral Media Inc., in connection with the $3.38-billion acquisition of Astral Media by BCE Inc.

MethylGene Inc.

Acted for MethylGene Inc. in connection with its $26.1-million private placement. Institutional investors participating in the financing included Tavistock Life Sciences as well as funds managed by Baker Bros. Advisors, LLC, a fund managed by OrbiMed Advisors LLC, Tang Capital Partners, LP, RA Capital Management, and BVF Partners L.P.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with a $1-billion offering of senior unsecured notes, consisting of $300-million principal amount of 2.861% Series 1 senior unsecured notes due 2017, $450-million principal amount of 3.319% Series 2 senior unsecured notes due 2019, and $250-million principal amount of 3.899% Series 3 senior unsecured notes due 2022.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with its offering, on a bought deal basis, of 7,302,500 Class B subordinate voting shares at a price of $47.25 per share for gross proceeds of $345,043,125. The offering is made by a syndicate of underwriters co-led by National Bank Financial Inc., Scotia Capital Inc., UBS Securities Canada Inc. and HSBC Securities (Canada) Inc.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. in connection with its US$2.8-billion acquisition of Scandinavia's top convenience and fuel retailer Statoil Fuel and Retail ASA (SFR) of Norway and with respect to its new US$3.2-billion three year credit facility.

BMO Nesbitt Burns Inc.

Acted for a syndicate of underwriters led by BMO Nesbitt Burns Inc. in a $200-million bought deal offering by Cogeco Cable Inc. of 4.925% senior secured debentures due in 2022.

Cominar Real Estate Investment Trust

Acted for Cominar Real Estate Investment Trust in connection with its $143.75-million offering.

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.

BMO Capital Markets

Acted for BMO Capital Markets as a sole agent for a $31.5 million private placement of subscription receipts by Lassonde Industries Inc.

MethylGene Inc.

Acted for MethylGene Inc., a biopharmaceutical company listed on the TSX, in the completion of a $34.5-million private placement on April 4, 2011. Institutional investors participating in the financing included funds managed by Baker Bros. Advisors, LLC, funds managed by Tavistock Life Sciences, a fund managed by OrbiMed Advisors LLC, funds managed by QVT Financial LP, Tang Capital Partners, LP and current shareholders ProQuest Investments III, L.P. and Fonds de solidarité FTQ.

Canaccord Genuity Corp.

Acted for Canaccord Genuity Corp. and a syndicate of underwriters in connection with the $156-million bought deal secondary offering by ACE Aviation Holdings Inc. of shares of Air Canada.

J.P. Morgan and TD Securities Inc.

Acted for the initial purchasers led by J.P. Morgan and TD Securities Inc. in connection with Air Canada's US$1.1 billion private placement offering of secured notes. The offering consisted of US$600 million of first-lien secured notes, $300 million of Canadian dollar-denominated first-lien secured notes and US$200 million of second-lien secured notes.

TD Securities Inc.

Acted for TD Securities Inc. as dealer manager in a rights offering of Fibrek Inc.

Benvest New Look Income Fund / New Look Eyewear Inc.

Acted for Benvest New Look Income Fund in connection with the conversion from an income trust structure to a corporation under Section 192 of the Canada Business Corporations Act, involving its operating subsidiary, New Look Eyewear Inc., and Sonomax Hearing Healthcare Inc.

CDP Financial Inc.

Acted for CDP Financial Inc., a wholly owned subsidiary of the Caisse de dépôt et placement du Québec, in connection with an offering of $2 billion of senior notes, comprised of $1 billion of FRN (floating rate note) senior notes due 2015 and $1 billion of senior notes due 2020.

Adaltis inc.

Acted for Adaltis Inc. in proceedings under the Companies' Creditors Arrangement Act and subsequent bankruptcy proceedings.

Adaltis Inc.

Acted for Adaltis Inc. in its $20-million private placement of 10% secured convertible notes due 2013.

Adaltis Inc.

Acted for Adaltis Inc. in its $12.6-million rights offering for common shares.

Pixman Nomadic Media Inc.

Acted for Pixman Nomadic Media Inc., a corporation listed on the TSX Venture Exchange, in connection with a private placement of common shares for aggregate gross proceeds of approximately $1 million.

AbitibiBowater Inc.

Acted for AbitibiBowater Inc. (now known as Resolute Forest Products) in connection with the sale of its Snowflake, Arizona mill to Catalyst Paper Corporation in a transaction valued at US$161 million.

Abitibi-Consolidated Inc.

Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) in connection with its merger of equals with Bowater Incorporated to create a company with a combined enterprise value of US$8 billion.

Adaltis Inc.

Acted for Adaltis Inc. in connection with its $31-million private placement of units consisting of common shares and share purchase warrants.

MethylGene Inc.

Acted for MethylGene Inc. in a $20.1-million bought deal public offering of common shares.

Pixman Corporation

Acted for Pixman Corporation in connection with the reverse takeover by Pixman Capital Inc., a publicly traded company, of Pixman Corporation.

Adaltis Inc.

Acted for Adaltis Inc. on its completion of a financing of unsecured convertible debentures.

MethylGene Inc.

Acted for MethylGene Inc. in connection with the entering into of a Collaborative Research, Development and Commercialization Agreement for its histone deacetylase (HDAC) inhibitors with Pharmion Corporation in North America, Europe, the Middle East and certain other markets. This transaction was valued at up to US$272 million and was thought to be the largest early stage biotechnology pact in Canada. As part of the transaction, Pharmion subscribed for US$5 million of MethylGene common shares.

Citigroup Global Markets Inc.

Acted as counsel for a syndicate of banks in the US$2.5-billion credit financing offered to Novelis Inc. and for the initial purchasers in the US$1.4-billion issuance of senior notes, as part of Alcan Inc.'s spin-off of its aluminum rolled products business.

MethylGene Inc.

Acted for MethylGene Inc. in connection with its $21.3-million private placement of units consisting of common shares and share purchase warrants.

SS&C Technologies, Inc.

Acted for SS&C Technologies, Inc. in connection with its $207-million acquisition of Financial Models Company Inc. in a contested takeover bid situation.

Bell Canada

Acted for Bell Canada in connection with its $67-million acquisition of Nexxlink Technologies Inc.

Adaltis Inc.

Acted for Adaltis Inc. in its $55-million initial public offering.

MethylGene Inc.

Acted for MethylGene Inc., a biopharmaceutical company seeking treatment for cancer and infectious diseases in its $21.6 million initial public offering of common shares, and a concurrent $1.4 million private placement of common shares.

Alimentation Couche-Tard Inc.

Acted for Alimentation Couche-Tard Inc. on its acquisition of The Circle K Corp. in a transaction valued at $1.06 billion.

Russel Metals Inc.

Acted for Russel Metals Inc. in connection with its acquisition of Leroux Steel Inc. in a transaction valued at approximately $185 million.

Abitibi-Consolidated Inc. and SFK Pulp Fund

Acted for Abitibi-Consolidated Inc. (now known as Resolute Forest Products) and SFK Pulp Fund in connection with their initial public offering of $444 million of trust units of SFK Pulp Fund and a $125-million credit facility in favour of the Fund.

Speaking Engagement

Montreal Children’s Hospital Foundation, Déjeun’aide 2020 – Breakfast with Leaders, “Financial Markets in the Time of a Pandemicˮ; Webinar

Nov. 13, 2020

Bulletin

Québec’s Securities Tribunal Prevents Group Mach from Blocking Transat A.T./Air Canada Deal

Aug. 14, 2019 - The Tribunal administratif des marchés financiers (Québec’s securities tribunal) issued a split 2–1 decision resulting in a cease trade order on an offer made by Group Mach to acquire 19.5% of Transat A.T. Inc.’s shares. Certain features of Group Mach’s mini-tender, which was designed to...

Article

Canada Chapter, The International Comparative Legal Guide to Corporate Governance, co-author

July 01, 2019 - Global Legal Group, 12th Ed.
Download this article.

Guide

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...

Guide

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

Condotels and Other Real Estate Projects such as Timeshares Targeted by Draft Regulation of the Autorité des marchés financiers (AMF)

Dec. 02, 2016 - On November 25, 2016, the Autorité des marchés financiers (AMF) published draft regulation titled Regulation respecting Real Estate Prospectus and Registration Exemptions (draft Regulation). The draft Regulation sets out a framework for certain types of real...