“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.
Patricia is an adjunct professor at Osgoode Hall Law School and the founder of AIDSbeat, the Toronto legal community’s largest charity event.
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.
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.
Pershing Square Capital Management, L.P.
Acted for Pershing Square Capital Management, L.P. in connection with its successful proxy solicitation of the company's shareholders for the election of William Ackman, the CEO and founder of Pershing Square, and six other Pershing Square nominees to the board of directors of Canadian Pacific Railway Limited at the company's 2012 annual general meeting.
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 connection with its successful defense of the proxy contest initiated by Clarke Inc.
In the News
Activist Investors Battling in the Public Arena
June 20, 2017 - Davies partner Patricia Olasker appeared on Business News Network’s (BNN’s) program The Close to share her perspective on recent instances of shareholder activism. During her segment, Patricia discussed factors that drive activist shareholders; ways to discern whether shareholder activism can...
Shareholder Activism and Proxy Contests: Issues and Trends
June 06, 2017 - Shareholder activism – in the form of both headline-grabbing proxy contests and the new, quieter engagement between boards and shareholders – has been on an upward trend in Canada for the past 10 years. It is now a permanent feature on the corporate landscape, reflecting the increased focus of...
In the News
Davies Partner Gives Perspective on Legal Privilege
May 31, 2017 - Davies partner Patricia Olasker is featured and quoted on emerging threats to legal privilege in Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers. In the article “Privilege Threatened,” Patricia elaborates on Canada v Iggillis Holdings and how changes to common-interest...
Canadian Capital Markets Report 2017: Looking Back, Looking Ahead
Mar. 31, 2017 - Canadian capital markets in 2016 were turbulent and unpredictable, to say the least. Factors that contributed to shaky investor confidence included the unprecedented British vote to exit the European Union, the hard fought and (to some) surprising result of the U.S. presidential election, a...
In the News
Davies Partner Weighs in on Fairness Opinions
Mar. 24, 2017 - Davies Partner Patricia Olasker was recently interviewed by The Globe and Mail about the Ontario Securities Commission’s review of the Yukon Court of Appeal’s decision to strike down a takeover bid by Exxon Mobil for InterOil because of the fairness opinion provided as part of the deal. In the...
InterOil Take 2: Yukon Court Doubles Down on Requirement for Fixed-Fee Financial Adviser Engagements
Mar. 03, 2017 - On February 20, 2017, the Yukon Supreme Court approved ExxonMobil Corporation’s second attempt to acquire InterOil Corporation through a plan of arrangement. This is the second iteration of the acquisition transaction following the Yukon Court of Appeal’s rejection of the initial transaction...
In the News
Fairness Hearings on Trial
Jan. 25, 2017 - Davies partner Patricia Olasker was recently quoted in a Lexpert.ca article about the implications of the Yukon Court of Appeal decision in InterOil Corp. v. Mulacek to block Exxon Mobil’s $2.3-billion takeover bid of InterOil Corp. The decision raises questions about established Canadian market...
If Pills Are Out, Are Private Placements In?
Jan. 12, 2017 - Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice...
Yukon Appeal Court’s InterOil Decision Based on Cold, Hard and Questionable Facts
Dec. 02, 2016 - Background A recent court decision from the Yukon has grabbed the attention of financial advisers and mergers and acquisition practitioners, raising questions about established market practices in M&A transactions, particularly with respect to fairness opinions. In a decision rendered on November...
Davies Recognized as “Simply Elite” in The Legal 500 Canada
Nov. 11, 2016 - The 2017 edition of The Legal 500 Canada has recognized Davies for its “simply elite” lawyers and “client-focused team players” with rankings in 14 categories, including Tier 1 rankings in the following: Capital Markets Competition and Antitrust Corporate and M&A Dispute Resolution:...
Chambers Global: The World’s Leading Lawyers for Business—Corporate/M&A
Chambers Canada: Canada’s Leading Lawyers for Business—Corporate/Commercial: Ontario
IFLR1000: The Guide to the World’s Leading Financial Law Firms—Capital Markets; Mergers and Acquisitions
The Legal 500 Canada—Capital Markets; Corporate and M&A
WXN—Canada’s Most Powerful Women: Top 100 Award
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 the Leading US/Canada Cross-Border Corporate Lawyers in Canada—Corporate Finance and Securities; Mergers and 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 Law (Finance); Mergers and Acquisitions Law; Mining Law; Securities Law
Who’s Who Legal: Canada—Capital Markets; Corporate Governance; Mergers and Acquisitions; Who’s Who Legal: Corporate—Mergers and Acquisitions; Corporate Governance; 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