Patricia L. Olasker

Partner

Patricia Olasker

Patricia L. Olasker

Partner

“She blends exceptional legal talent with an acute understanding of her clients’ business needs. She has an extremely sophisticated understanding of regulatory issues, terrific problem solving skills and the uncanny ability to anticipate potential problems down the road and ward them off.”
Client – Chambers Canada 2017

Patricia acts on many of Canada’s most complex mergers and acquisitions. Acquirers, targets and investors, in Canada and abroad, rely on her unparalleled expertise. She was lead counsel for Burger King Worldwide Inc. in its US$12.5-billion acquisition of Tim Hortons and for McKesson Corporation in its $3-billion acquisition of Rexall.

Clients appreciate Patricia’s extensive experience in advising parties on both sides of shareholder activism issues. Boards of directors, special committees and activist shareholders regularly consult her on their corporate governance and transaction-specific matters. She acted as lead counsel for Pershing Square Capital Management in its landmark campaign to change the board and management of Canadian Pacific Railway.

Known for her ability to develop innovative financing instruments, Patricia advises clients on public market derivatives and structured debt and equity products.

An adjunct professor at Osgoode Hall Law School, Patricia teaches the Advanced Business Law Workshop on mergers and acquisitions and the Regulation of the Canadian Cannabis Industry course. She is the founder of AIDSbeat, the Toronto legal community’s largest charity event.

Patricia L. Olasker

Partner

“She blends exceptional legal talent with an acute understanding of her clients’ business needs. She has an extremely sophisticated understanding of regulatory issues, terrific problem solving skills and the uncanny ability to anticipate potential problems down the road and ward them off.”
Client – Chambers Canada 2017

Patricia acts on many of Canada’s most complex mergers and acquisitions. Acquirers, targets and investors, in Canada and abroad, rely on her unparalleled expertise. She was lead counsel for Burger King Worldwide Inc. in its US$12.5-billion acquisition of Tim Hortons and for McKesson Corporation in its $3-billion acquisition of Rexall.

Clients appreciate Patricia’s extensive experience in advising parties on both sides of shareholder activism issues. Boards of directors, special committees and activist shareholders regularly consult her on their corporate governance and transaction-specific matters. She acted as lead counsel for Pershing Square Capital Management in its landmark campaign to change the board and management of Canadian Pacific Railway.

Known for her ability to develop innovative financing instruments, Patricia advises clients on public market derivatives and structured debt and equity products.

An adjunct professor at Osgoode Hall Law School, Patricia teaches the Advanced Business Law Workshop on mergers and acquisitions and the Regulation of the Canadian Cannabis Industry course. She is the founder of AIDSbeat, the Toronto legal community’s largest charity event.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.

TransAlta Corporation

Acted for TransAlta Corporation in connection with the activist campaign, threatened proxy contest and contested meeting by Mangrove Partners and Bluescape Energy Partners with respect to TransAlta's 2019 annual and special meeting.

M&G Investment Management Limited

Acted for M&G Investment Management Limited, a U.K.-based investment manager with US$338 billion of assets under management, in its proxy campaign with respect to Methanex Corporation at the company's 2019 annual general meeting. The contest was successfully settled with M&G gaining two seats on the board of Methanex.

CIBC Capital Markets and Eight Capital

Acted for CIBC Capital Markets and Eight Capital as joint bookrunners, in the public offering of approximately $55 million of subordinated voting shares of Canopy Rivers Inc., an investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector, and the concurrent private placement, on an agency basis, of $30 million of subordinated voting shares of Canopy Rivers to Canopy Growth Corporation.

Shareholders of MedReleaf Corp.

Advised the shareholders of MedReleaf Corp. in catalyzing the sale of MedReleaf to Aurora Cannabis Inc., bringing together two of Canada's largest cannabis companies, in an all-share transaction valued at approximately $3.2 billion.

Morgan Stanley, J.P. Morgan and Deutsche Bank Securities Inc.

Acted as Canadian counsel to a syndicate of underwriters, led by Morgan Stanley, J.P. Morgan and Deutsche Bank Securities, in a US$950-million offering of The Stars Group Inc.'s common shares by way of a treasury and secondary offering in Canada and the United States under the multijurisdictional disclosure system. The net proceeds from the treasury offering were, together with debt financing and cash on hand, to fund the acquisition of Sky Betting & Gaming.

Oaktree Capital Management, L.P.

Acted for Oaktree Capital Management, L.P., in its opposition to the $475-million acquisition of Québec-based Tembec Inc. by Florida-based Rayonier Advanced Materials Inc.

Syndicate of underwriters, led by CIBC Capital Markets and RBC Capital Markets

Acted as Canadian counsel for a syndicate of underwriters, managed by CIBC World Markets Inc., Jefferies Securities, Inc., RBC Dominion Securities Inc. and Robert W. Baird & Co. Incorporated, in connection with the $125-million initial public offering and secondary offering of an aggregate of 10,900,000 Class A subordinate voting shares of Freshii Inc., a Canadian healthy fast-casual franchise. The offering was the first Canadian initial public offering on the Toronto Stock Exchange in 2017.

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.

Luminus Management, LLC

Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.

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.

Pershing Square Capital Management

Acted as Canadian counsel to Pershing Square Capital Management in connection with its concurrent cross-border secondary offering of US$1.4 billion of Canadian Pacific Railway common shares. The transaction was effected as a U.S.-style bought deal, and the shares were sold to the public at variable prices.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its $3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP in connection with its proposed acquisition, with Valeant Pharmaceuticals International Inc., of Allergan Inc.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch as arranger, lender and financial advisor with respect to a $5.1-billion financing to Loblaw Companies Limited on its $12.4-billion acquisition of Shoppers Drug Mart Corporation.

Sherritt International Corporation

Acted for the Special Committee of Sherritt International Corporation in its successful defence of the proxy contest initiated by Clarke Inc.

Pershing Square Capital Management, L.P.

Acted for Pershing Square Capital Management, L.P. in the $3.3-billion acquisition of a 4.9% stake in Valeant Pharmaceuticals International, Inc.

Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities

Acted as Canadian counsel to Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities as underwriters in connection with an offering of $500 million of 2.3% Maple Bonds issued by Japan Bank for International Cooperation and guaranteed by Japan.

MHR Fund Management LLC

Acted for MHR Fund Management LLC in connection with Carl Icahn's hostile bid and proxy contest for Lions Gate Entertainment Corp.

Industrial and Commercial Bank of China Limited (ICBC)

Acted for Industrial and Commercial Bank of China Limited, a leading global bank headquartered in China, in its acquisition of The Bank of East Asia (Canada), a Canadian chartered bank.

Mantle Ridge LP

Acted for Mantle Ridge LP in its accumulation of a material equity stake in Aramark and subsequent agreement with Aramark providing for the appointment of 6 new directors, including John Zillmer who was also appointed CEO, and Paul Hilal, founder and CEO of Mantle Ridge LP, who was also appointed as Vice Chairman of the board.

Redwood Holdings, LLC

Acted for Redwood Holdings, LLC, in its US$300-million sale of U.S.-based Lord Jones, a luxury brand CBD business, to Cronos Group Inc., a Canadian publicly traded licensed cannabis producer.

McKesson Canada and Rexall

Advised McKesson Canada and Rexall on regulatory and commercial matters relating to market access under the Cannabis Act and the distribution of medical cannabis through various channels.

Lazard Ltd.

Acted for Lazard Ltd., as financial advisor to Cronos Group, a globally diversified and vertically integrated cannabis company, in the $2.4-billion acquisition of a 45% equity stake in Cronos by Altria Group, Inc.

Select Canadian and U.S. investment banks

Advising select Canadian and U.S. investment banks with respect to the Canadian cannabis industry generally, including risks and risk mitigation strategies, in connection with commercial lending and investment banking services.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of all of the exploration assets of Canadian Malartic Corporation, including the Kirkland Lake and Hammond Reef projects, for an aggregate purchase price of US$325 million.

Bank of America Merrill Lynch

Advised Bank of America Merrill Lynch in the $245-million investment by Constellation Brands in Canopy Growth, a diversified cannabis company, for 9.9% of the company.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its US$80-million acquisition of the Santa Gertrudis gold project in Mexico from GoGold Resources Inc. In connection with the acquisition, Agnico Eagle provided GoGold with a US$7.5 million term loan, secured by a second ranking charge on all of GoGold's assets, which will be set off against the purchase price at the closing of the acquisition.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its US$220-million direct registered offering of common shares to an institutional investor in the United States. The shares were sold pursuant to a cross-border shelf prospectus and prospectus supplement filed under the multi-jurisdictional disclosure system.

SunOpta Inc.

Acted for the Special Committee of the Board of Directors of SunOpta Inc. in connection with its strategic alternatives review process which culminated in a US$85-million equity investment by Oaktree Capital Management, L.P. in exchangeable preferred shares of a SunOpta subsidiary with the support of activist shareholders Engaged Capital and Tourbillon Capital.

Bank of America Merrill Lynch

Acted as Canadian counsel to Bank of America Merrill Lynch in connection with a transformative financing by Cynapsus Therapeutics Inc. by way of a southbound-only offering of common shares under the Multijurisdictional Disclosure System (MJDS), using the post-receipt pricing rules available under National Instrument 44-103. The offering is the first southbound-only underwritten offering of equity securities by an issuer under MJDS.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch, the financial advisor to Lundin Mining Corporation in connection with its agreement to purchase an 80% ownership stake in the Candelaria/Ojos del Salado copper mining operations from Freeport-McMoRan Inc. for cash consideration of US$1.8 billion and related sale of a stream on 68% of Candelaria/Ojos del Salado 's gold and silver production to Franco-Nevada Corporation for an upfront payment of US$648 million.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its acquisition of Cayden Resources Inc. under a plan of arrangement for approximately $205 million.

Pershing Square Capital Management

Acted as counsel to Pershing Square Capital Management in connection with its secondary offering by way of cross-border Multi-Jurisdictional Disclosure System prospectus of US$835 million of Canadian Pacific Railway common shares. The transaction was effected as U.S.-style bought deal and the shares were sold to the public at variable prices.

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.

MHR Fund Management

Acted for MHR Fund Management, a significant shareholder of Lions Gate Entertainment Corp., in the unsolicited takeover bid made by Carl Icahn for Lions Gate and in the successful defence of oppression proceedings commenced by Icahn in British Columbia against MHR and Lions Gate.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP in connection with the sale of its 17.6% interest in Sears Canada Inc. to Sears Holdings Corp. for $559.8 million.

J.P. Morgan Securities Inc.

Acted as Canadian counsel for a syndicate of underwriters led by J.P. Morgan Securities Inc. in a cross-border US$215-million public offering of common shares by SXC Health Solutions Corp.

RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in a $1-billion offering by Manulife Financial Corporation of 4.896% medium term notes due 2014.

RBC Dominion Securities Inc. and Scotia Capital Inc.

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and Scotia Capital Inc. in a $600-million offering by Manulife Financial Corporation of 7.768% medium term notes due 2019.

RBC Dominion Securities Inc. and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in a $450-million bought deal public offering of rate reset preferred shares of Manulife Financial Corporation.

Merrill Lynch & Co.

Acted as Canadian counsel to Merrill Lynch & Co., Inc. in its merger with Bank of America in a transaction valued at US$50 billion.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP and other institutional investors in Sears Canada Inc. in connection with their successful efforts to oppose Sears Holdings Corporation's efforts to squeeze out the minority shareholders of Sears Canada, including proceedings before the Ontario Securities Commission and the Ontario courts.

Guide

Davies Governance Insights 2019, contributor

Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...

In the News

Patricia Olasker Discusses Cannabis Industry Shakeout with Mergermarket

July 17, 2019 - In a recent interview with Mergermarket (subscribers only), Patricia Olasker discusses structural changes to the cannabis industry and their likely impact. With the 2018 U.S. Farm Bill decriminalizing hemp, U.S. -based investors and banks are funding hemp and CBD companies, reducing their reliance...

In the News

Patricia Olasker Speaks to Lexpert on Growth of Cannabis Industry

May 01, 2019 - In an article published in the Lexpert Special Edition – Canada’s Leading Corporate Lawyers, Patricia Olasker shares her thoughts on the evolution and future of M&A in Canada’s cannabis sector. “It’s certainly a very exciting” period in cannabis M&A, Patricia says, adding that because the...

In the News

Patricia Olasker Discusses Shifting Trends in Cannabis Activism with Corp Gov

Apr. 05, 2019 - In an interview with Corp Gov, Davies partner Patricia Olasker shared her predictions on how she expects activism and dealmaking activity in the cannabis industry to evolve over the next year and the types of companies that might find themselves in the crosshairs. Patricia points out that...

Chambers Global: The World’s Leading Lawyers for Business—Corporate/M&A (Band 1)

Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Ontario (Band 1)

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Equity; Mergers and Acquisitions

The Legal 500 Canada—Capital Markets (Leading Lawyer); Corporate and M&A (Leading Lawyer); Energy: Mining (Recommended)

WXN—Canada’s Most Powerful Women: Top 100 Award (2009 and 2017)

Canadian Lawyer Magazine—Canada’s Top 25 Most Influential Lawyers: Corporate-Commercial Law

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Finance and Securities; Corporate Commercial; Mergers and Acquisitions

Lexpert Special Edition Leading Canadian Lawyers in Global Mining

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Mergers & Acquisitions

Lexpert Zenith Award—Celebrating Women Leaders in the Legal Profession

The Canadian Legal Lexpert Directory—Corporate Finance and Securities (Most Frequently Recommended); Corporate Commercial Law (Most Frequently Recommended); Mergers and Acquisitions (Most Frequently Recommended); Mining

Lexpert Magazine—Canada’s Top 25 Women Lawyers

The Best Lawyers in Canada—Corporate Governance Law; Corporate Law; Mergers and Acquisitions Law (Lawyer of the Year 2020, Toronto); Mining Law; Securities Law

Who’s Who Legal: Canada—Capital Markets (Most Highly Regarded); Corporate Governance; Mergers and Acquisitions (Most Highly Regarded); Mining; Who’s Who Legal: Corporate—Corporate Governance; Mergers and Acquisitions; Who’s Who Legal: Capital Markets—Debt and Equity; Who’s Who Legal: Mining

Expert Guides’ Women in Business Law; Expert Guides—Capital Markets; Mergers and Acquisitions

Bar Admissions

Ontario, 1979

Education

University of California, Berkeley, LLM, 1981 (ABT)
Osgoode Hall Law School, LLB, 1977

Board Memberships

Royal Ontario Museum, Board of Governors, Vice-Chair
Canadian Foundation for AIDS Research, Vice-Chair
Osgoode Hall Law School Alumni Association Board, Co-President

Community Involvement

AIDSbeat, founder and chair
Canadian Bar Association, Business Law Section, Executive Committee of the Securities Law Subcommittee, former member
Canadian Foundation for AIDS Research, Executive Committee
Corporation of Massey Hall and Roy Thomson Hall, former governor
Ontario Securities Commission, Securities Advisory Committee, former chair

Teaching Engagements

Since 2002, Patricia has been an adjunct professor at Osgoode Hall Law School, where she teaches the Advanced Business Law Workshop on mergers and acquisitions and the Regulation of the Canadian Cannabis Industry course.

“She blends exceptional legal talent with an acute understanding of her clients’ business needs. She has an extremely sophisticated understanding of regulatory issues, terrific problem solving skills and the uncanny ability to anticipate potential problems down the road and ward them off.”
Client – Chambers Canada 2017

Patricia acts on many of Canada’s most complex mergers and acquisitions. Acquirers, targets and investors, in Canada and abroad, rely on her unparalleled expertise. She was lead counsel for Burger King Worldwide Inc. in its US$12.5-billion acquisition of Tim Hortons and for McKesson Corporation in its $3-billion acquisition of Rexall.

Clients appreciate Patricia’s extensive experience in advising parties on both sides of shareholder activism issues. Boards of directors, special committees and activist shareholders regularly consult her on their corporate governance and transaction-specific matters. She acted as lead counsel for Pershing Square Capital Management in its landmark campaign to change the board and management of Canadian Pacific Railway.

Known for her ability to develop innovative financing instruments, Patricia advises clients on public market derivatives and structured debt and equity products.

An adjunct professor at Osgoode Hall Law School, Patricia teaches the Advanced Business Law Workshop on mergers and acquisitions and the Regulation of the Canadian Cannabis Industry course. She is the founder of AIDSbeat, the Toronto legal community’s largest charity event.

TransAlta Corporation

Acted for TransAlta Corporation in the strategic partnership with Brookfield Renewable Partners and its institutional partners, and the associated $750-million investment by Brookfield in TransAlta to advance TransAlta's transition to clean energy. The investment will occur in two tranches (i) $350 million in the form of exchangeable debentures at first closing expected in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing expected in October 2020.

TransAlta Corporation

Acted for TransAlta Corporation in connection with the activist campaign, threatened proxy contest and contested meeting by Mangrove Partners and Bluescape Energy Partners with respect to TransAlta's 2019 annual and special meeting.

M&G Investment Management Limited

Acted for M&G Investment Management Limited, a U.K.-based investment manager with US$338 billion of assets under management, in its proxy campaign with respect to Methanex Corporation at the company's 2019 annual general meeting. The contest was successfully settled with M&G gaining two seats on the board of Methanex.

CIBC Capital Markets and Eight Capital

Acted for CIBC Capital Markets and Eight Capital as joint bookrunners, in the public offering of approximately $55 million of subordinated voting shares of Canopy Rivers Inc., an investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector, and the concurrent private placement, on an agency basis, of $30 million of subordinated voting shares of Canopy Rivers to Canopy Growth Corporation.

Shareholders of MedReleaf Corp.

Advised the shareholders of MedReleaf Corp. in catalyzing the sale of MedReleaf to Aurora Cannabis Inc., bringing together two of Canada's largest cannabis companies, in an all-share transaction valued at approximately $3.2 billion.

Morgan Stanley, J.P. Morgan and Deutsche Bank Securities Inc.

Acted as Canadian counsel to a syndicate of underwriters, led by Morgan Stanley, J.P. Morgan and Deutsche Bank Securities, in a US$950-million offering of The Stars Group Inc.'s common shares by way of a treasury and secondary offering in Canada and the United States under the multijurisdictional disclosure system. The net proceeds from the treasury offering were, together with debt financing and cash on hand, to fund the acquisition of Sky Betting & Gaming.

Oaktree Capital Management, L.P.

Acted for Oaktree Capital Management, L.P., in its opposition to the $475-million acquisition of Québec-based Tembec Inc. by Florida-based Rayonier Advanced Materials Inc.

Syndicate of underwriters, led by CIBC Capital Markets and RBC Capital Markets

Acted as Canadian counsel for a syndicate of underwriters, managed by CIBC World Markets Inc., Jefferies Securities, Inc., RBC Dominion Securities Inc. and Robert W. Baird & Co. Incorporated, in connection with the $125-million initial public offering and secondary offering of an aggregate of 10,900,000 Class A subordinate voting shares of Freshii Inc., a Canadian healthy fast-casual franchise. The offering was the first Canadian initial public offering on the Toronto Stock Exchange in 2017.

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.

Luminus Management, LLC

Acted for Luminus Management, LLC in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of Delphi Energy Corp. and negotiation of an investor rights agreement with the issuer.

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.

Pershing Square Capital Management

Acted as Canadian counsel to Pershing Square Capital Management in connection with its concurrent cross-border secondary offering of US$1.4 billion of Canadian Pacific Railway common shares. The transaction was effected as a U.S.-style bought deal, and the shares were sold to the public at variable prices.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its $3.9-billion acquisition with Yamana Gold Inc. of Osisko Mining Corporation. The transaction involved the formation of a 50-50 partnership between Agnico Eagle and Yamana which will hold and operate the Canadian Malartic mine. The transaction also resulted in a spin-out of a new TSX-listed company called Osisko Gold Royalties Ltd. which will continue to hold a 5% royalty interest in the Canadian Malartic gold property as well as exploration assets in Mexico.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP in connection with its proposed acquisition, with Valeant Pharmaceuticals International Inc., of Allergan Inc.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch as arranger, lender and financial advisor with respect to a $5.1-billion financing to Loblaw Companies Limited on its $12.4-billion acquisition of Shoppers Drug Mart Corporation.

Sherritt International Corporation

Acted for the Special Committee of Sherritt International Corporation in its successful defence of the proxy contest initiated by Clarke Inc.

Pershing Square Capital Management, L.P.

Acted for Pershing Square Capital Management, L.P. in the $3.3-billion acquisition of a 4.9% stake in Valeant Pharmaceuticals International, Inc.

Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities

Acted as Canadian counsel to Bank of America Merrill Lynch, CIBC World Markets and RBC Dominion Securities as underwriters in connection with an offering of $500 million of 2.3% Maple Bonds issued by Japan Bank for International Cooperation and guaranteed by Japan.

MHR Fund Management LLC

Acted for MHR Fund Management LLC in connection with Carl Icahn's hostile bid and proxy contest for Lions Gate Entertainment Corp.

Industrial and Commercial Bank of China Limited (ICBC)

Acted for Industrial and Commercial Bank of China Limited, a leading global bank headquartered in China, in its acquisition of The Bank of East Asia (Canada), a Canadian chartered bank.

Mantle Ridge LP

Acted for Mantle Ridge LP in its accumulation of a material equity stake in Aramark and subsequent agreement with Aramark providing for the appointment of 6 new directors, including John Zillmer who was also appointed CEO, and Paul Hilal, founder and CEO of Mantle Ridge LP, who was also appointed as Vice Chairman of the board.

Redwood Holdings, LLC

Acted for Redwood Holdings, LLC, in its US$300-million sale of U.S.-based Lord Jones, a luxury brand CBD business, to Cronos Group Inc., a Canadian publicly traded licensed cannabis producer.

McKesson Canada and Rexall

Advised McKesson Canada and Rexall on regulatory and commercial matters relating to market access under the Cannabis Act and the distribution of medical cannabis through various channels.

Lazard Ltd.

Acted for Lazard Ltd., as financial advisor to Cronos Group, a globally diversified and vertically integrated cannabis company, in the $2.4-billion acquisition of a 45% equity stake in Cronos by Altria Group, Inc.

Select Canadian and U.S. investment banks

Advising select Canadian and U.S. investment banks with respect to the Canadian cannabis industry generally, including risks and risk mitigation strategies, in connection with commercial lending and investment banking services.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its acquisition of all of the exploration assets of Canadian Malartic Corporation, including the Kirkland Lake and Hammond Reef projects, for an aggregate purchase price of US$325 million.

Bank of America Merrill Lynch

Advised Bank of America Merrill Lynch in the $245-million investment by Constellation Brands in Canopy Growth, a diversified cannabis company, for 9.9% of the company.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its US$80-million acquisition of the Santa Gertrudis gold project in Mexico from GoGold Resources Inc. In connection with the acquisition, Agnico Eagle provided GoGold with a US$7.5 million term loan, secured by a second ranking charge on all of GoGold's assets, which will be set off against the purchase price at the closing of the acquisition.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its US$220-million direct registered offering of common shares to an institutional investor in the United States. The shares were sold pursuant to a cross-border shelf prospectus and prospectus supplement filed under the multi-jurisdictional disclosure system.

SunOpta Inc.

Acted for the Special Committee of the Board of Directors of SunOpta Inc. in connection with its strategic alternatives review process which culminated in a US$85-million equity investment by Oaktree Capital Management, L.P. in exchangeable preferred shares of a SunOpta subsidiary with the support of activist shareholders Engaged Capital and Tourbillon Capital.

Bank of America Merrill Lynch

Acted as Canadian counsel to Bank of America Merrill Lynch in connection with a transformative financing by Cynapsus Therapeutics Inc. by way of a southbound-only offering of common shares under the Multijurisdictional Disclosure System (MJDS), using the post-receipt pricing rules available under National Instrument 44-103. The offering is the first southbound-only underwritten offering of equity securities by an issuer under MJDS.

Bank of America Merrill Lynch

Acted for Bank of America Merrill Lynch, the financial advisor to Lundin Mining Corporation in connection with its agreement to purchase an 80% ownership stake in the Candelaria/Ojos del Salado copper mining operations from Freeport-McMoRan Inc. for cash consideration of US$1.8 billion and related sale of a stream on 68% of Candelaria/Ojos del Salado 's gold and silver production to Franco-Nevada Corporation for an upfront payment of US$648 million.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in connection with its acquisition of Cayden Resources Inc. under a plan of arrangement for approximately $205 million.

Pershing Square Capital Management

Acted as counsel to Pershing Square Capital Management in connection with its secondary offering by way of cross-border Multi-Jurisdictional Disclosure System prospectus of US$835 million of Canadian Pacific Railway common shares. The transaction was effected as U.S.-style bought deal and the shares were sold to the public at variable prices.

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.

MHR Fund Management

Acted for MHR Fund Management, a significant shareholder of Lions Gate Entertainment Corp., in the unsolicited takeover bid made by Carl Icahn for Lions Gate and in the successful defence of oppression proceedings commenced by Icahn in British Columbia against MHR and Lions Gate.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP in connection with the sale of its 17.6% interest in Sears Canada Inc. to Sears Holdings Corp. for $559.8 million.

J.P. Morgan Securities Inc.

Acted as Canadian counsel for a syndicate of underwriters led by J.P. Morgan Securities Inc. in a cross-border US$215-million public offering of common shares by SXC Health Solutions Corp.

RBC Dominion Securities Inc.

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in a $1-billion offering by Manulife Financial Corporation of 4.896% medium term notes due 2014.

RBC Dominion Securities Inc. and Scotia Capital Inc.

Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and Scotia Capital Inc. in a $600-million offering by Manulife Financial Corporation of 7.768% medium term notes due 2019.

RBC Dominion Securities Inc. and CIBC World Markets Inc.

Acted for a syndicate of underwriters co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in a $450-million bought deal public offering of rate reset preferred shares of Manulife Financial Corporation.

Merrill Lynch & Co.

Acted as Canadian counsel to Merrill Lynch & Co., Inc. in its merger with Bank of America in a transaction valued at US$50 billion.

Pershing Square Capital Management LP

Acted for Pershing Square Capital Management LP and other institutional investors in Sears Canada Inc. in connection with their successful efforts to oppose Sears Holdings Corporation's efforts to squeeze out the minority shareholders of Sears Canada, including proceedings before the Ontario Securities Commission and the Ontario courts.

Guide

Davies Governance Insights 2019, contributor

Oct. 03, 2019 - Davies Governance Insights 2019 is a comprehensive report that analyzes the governance trends and issues most important to Canadian public companies. Now in its ninth edition, Governance Insights is designed to be a playbook for navigating the diverse and complex challenges facing...

In the News

Patricia Olasker Discusses Cannabis Industry Shakeout with Mergermarket

July 17, 2019 - In a recent interview with Mergermarket (subscribers only), Patricia Olasker discusses structural changes to the cannabis industry and their likely impact. With the 2018 U.S. Farm Bill decriminalizing hemp, U.S. -based investors and banks are funding hemp and CBD companies, reducing their reliance...

In the News

Patricia Olasker Speaks to Lexpert on Growth of Cannabis Industry

May 01, 2019 - In an article published in the Lexpert Special Edition – Canada’s Leading Corporate Lawyers, Patricia Olasker shares her thoughts on the evolution and future of M&A in Canada’s cannabis sector. “It’s certainly a very exciting” period in cannabis M&A, Patricia says, adding that because the...

In the News

Patricia Olasker Discusses Shifting Trends in Cannabis Activism with Corp Gov

Apr. 05, 2019 - In an interview with Corp Gov, Davies partner Patricia Olasker shared her predictions on how she expects activism and dealmaking activity in the cannabis industry to evolve over the next year and the types of companies that might find themselves in the crosshairs. Patricia points out that...

Chambers Global: The World’s Leading Lawyers for Business—Corporate/M&A (Band 1)

Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Ontario (Band 1)

IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets: Equity; Mergers and Acquisitions

The Legal 500 Canada—Capital Markets (Leading Lawyer); Corporate and M&A (Leading Lawyer); Energy: Mining (Recommended)

WXN—Canada’s Most Powerful Women: Top 100 Award (2009 and 2017)

Canadian Lawyer Magazine—Canada’s Top 25 Most Influential Lawyers: Corporate-Commercial Law

The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada—Corporate Finance and Securities; Corporate Commercial; Mergers and Acquisitions

Lexpert Special Edition Leading Canadian Lawyers in Global Mining

Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers

Lexpert Guide to US/Canada Cross-Border Lawyers in Canada—Mergers & Acquisitions

Lexpert Zenith Award—Celebrating Women Leaders in the Legal Profession

The Canadian Legal Lexpert Directory—Corporate Finance and Securities (Most Frequently Recommended); Corporate Commercial Law (Most Frequently Recommended); Mergers and Acquisitions (Most Frequently Recommended); Mining

Lexpert Magazine—Canada’s Top 25 Women Lawyers

The Best Lawyers in Canada—Corporate Governance Law; Corporate Law; Mergers and Acquisitions Law (Lawyer of the Year 2020, Toronto); Mining Law; Securities Law

Who’s Who Legal: Canada—Capital Markets (Most Highly Regarded); Corporate Governance; Mergers and Acquisitions (Most Highly Regarded); Mining; Who’s Who Legal: Corporate—Corporate Governance; Mergers and Acquisitions; Who’s Who Legal: Capital Markets—Debt and Equity; Who’s Who Legal: Mining

Expert Guides’ Women in Business Law; Expert Guides—Capital Markets; Mergers and Acquisitions

Bar Admissions

Ontario, 1979

Education

University of California, Berkeley, LLM, 1981 (ABT)
Osgoode Hall Law School, LLB, 1977

Board Memberships

Royal Ontario Museum, Board of Governors, Vice-Chair
Canadian Foundation for AIDS Research, Vice-Chair
Osgoode Hall Law School Alumni Association Board, Co-President

Community Involvement

AIDSbeat, founder and chair
Canadian Bar Association, Business Law Section, Executive Committee of the Securities Law Subcommittee, former member
Canadian Foundation for AIDS Research, Executive Committee
Corporation of Massey Hall and Roy Thomson Hall, former governor
Ontario Securities Commission, Securities Advisory Committee, former chair

Teaching Engagements

Since 2002, Patricia has been an adjunct professor at Osgoode Hall Law School, where she teaches the Advanced Business Law Workshop on mergers and acquisitions and the Regulation of the Canadian Cannabis Industry course.