Davies

Patricia L. Olasker

Patricia Olasker is a senior partner in the Corporate/Commercial, Mergers & Acquisitions, Capital Markets and Mining practices. She advises domestic and foreign acquirers, targets, hedge funds, special committees and investment banks in M&A transactions, proxy contests and shareholder activism. She represents issuers and underwriters in some of Canada's most complex and innovative financing transactions. She also specializes in public market derivatives, the development of innovative structured debt and equity products, high-yield debt financings and Multijurisdictional Disclosure System (MJDS) offerings. Patricia advises boards of directors and special committees on corporate governance and transaction-specific matters.

Patricia is a past member of the Davies' Management Committee and a member of Davies' China practice group. Patricia was seconded to the Ontario Securities Commission from 1984 to 1985 as a legal advisor to the Chairman. She also served on an advisory committee to the Senate Banking Committee. She is an adjunct professor at Osgoode Hall Law School, teaching an advanced mergers and acquisitions course.

Representative Work

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Acted for the Special Committee of Sherritt International Corporation in connection with its successful defense of the proxy contest initiated by Clarke Inc.

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

  • 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.

  • Acted for Royal Bank of Canada in connection with offerings of $1.528 billion of equity, index and debt linked structured notes under its shelf prospectus platform. The offerings were made by RBC Dominion Securities Inc., Desjardins Securities Inc. and National Bank Financial Inc.

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

  • Acted for Hebei Iron & Steel Group Co., Ltd. in connection with its strategic investment in Alderon Iron Ore Corp. and its Kami iron ore project.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

  • Acted for the Royal Canadian Mint in connection with its $100 million initial public offering of exchange-traded receipts under its Canadian Silver Reserves program.

  • Acted for Royal Bank of Canada in connection with the establishment of its $2-billion senior note program in 2011, and ongoing representation of Royal Bank of Canada in connection with takedowns of structured products under its senior note program, including pre-clearances of "novel" specified derivatives with the Autorité des Marchés Financiers in Québec.

  • Acted for The Royal Canadian Mint in its $600-million initial public offering of exchange-traded receipts under the Mint's new Canadian Gold Reserves program. This innovative offering was made in accordance with exemptive relief from the prospectus requirement and provides investors with direct ownership in physical gold held at the Mint's facilities.

  • Acted for Agnico Eagle Mines Limited in connection with the acquisition of Grayd Resource Corporation by way of takeover bid for $275 million.

  • Acted for MHR Fund Management LLC in connection with its US$77-million acquisition of common shares of Lions Gate Entertainment Corp. from Carl Icahn.

  • Acted for Agnico Eagle Mines Limited in connection with the renewal of its US$500-million base shelf prospectus.

  • Acting for Fuel Systems Solutions, Inc. in its negotiated takeover bid for Alternative Fuel Systems (2004) Inc., a leading developer of natural gas vehicle engine controllers and associated components.

  • Acted for a syndicate of underwriters co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $200-million public offering of Non-cumulative Rate Reset shares of Manulife Financial Corporation.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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PUBLICATIONS

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Recognition

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  • Recognized in Chambers Global: The World's Leading Lawyers for Business in Corporate/M&A and Chambers Canada in Corporate/Commercial: Ontario.
  • Honoured with the Lexpert 2013 Zenith Award as one of Canada's Leading Women Lawyers.
  • Recognized in the Lexpert Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada; Lexpert's special editions Leading Canadian Lawyers in Global Mining and Canada's Leading Corporate Lawyers; The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada in Corporate Finance & Securities, Corporate Commercial Law and Mergers & Acquisitions; and The Canadian Legal Lexpert Directory as a most frequently recommended Corporate Finance & Securities, Corporate Commercial and M&A practitioner.
  • Named a leading lawyer in Capital Markets and Corporate and M&A in The Legal 500 Canada.
  • Recognized in Expert Guides' Guide to the World's Leading Banking, Finance and Transactional Lawyers as a top legal practitioner in Mergers & Acquisitions and Capital Markets; Guide to Leading Practitioners: China as a top practitioner in Mergers & Acquisitions: International; and Guide to the World's Leading Women in Business Law as a top female legal practitioner in Mergers & Acquisitions.
  • Recognized by the IFLR1000: The Guide to the World's Leading Financial Law Firms as a leading Capital Markets and Mergers & Acquisitions lawyer.
  • Recognized by WXN's Canada's Most Powerful Women: Top 100 in 2009.
  • Recognized in The Best Lawyers in Canada as a leading lawyer in Corporate Law (Finance), Mergers & Acquisitions Law, Mining Law and Securities Law.
  • Recognized as a leading business law practitioner in Who's Who Legal: Capital Markets - Debt and Equity.
  • Recognized as one of Canada’s Top 25 Women Lawyers by Lexpert Magazine in 2003.

Professional Affiliations

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International Bar Association

Canadian Bar Association

Board Memberships

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  • Vice-President, Osgoode Hall Law School Alumni Association Board
  • Former member, Executive Committee of the Securities Law subcommittee of the Canadian Bar Association, Business Law Section
  • Past Chair, Securities Advisory Committee to the Ontario Securities Commission

Community Involvement

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  • Vice-chair and Corporate Secretary, Canadian Foundation for AIDS Research
  • Founder and Chair, AIDSbeat
  • Past Governor, Corporation of Massey Hall and Roy Thomson Hall
  • Director, Osgoode Hall Law School Alumni Association

Teaching Engagements

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Since 2002, Patricia has been an adjunct professor at Osgoode Hall Law School, Toronto, where she teaches an advanced mergers and acquisitions course.

Speaking Engagements

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Recent speaking engagements include:   

  • IBA Annual Conference Vienna 2015, "The Great Debate: Who Decides the Fate of a Company in a Hostile Bid?"
  • Kingsdale Governance Summit, "Managing Through Adversity"
  • University of Toronto Faculty of Law, "Proposed Cooperative Capital Markets Regulatory System"
  • Association of Corporate Counsel Annual Meeting, "Shareholder Activism: The Good, the Bad and the Ugly"
  • Securities Law Practitioners Conference, "Shareholder Activism and Proxy Contests"
  • Annual Hedge Fund General Counsel Summit, "Shareholder Activism and Proxy Contests"
  • American Bar Association Section of Business Law, Spring Meeting, "Canada/U.S. Cross-Border Financings: The Latest Developments"
  • China National Development and Reform Commission Conference, "Acquiring Canadian Public Companies"
  • Osgoode Professional Development Conference, "Sears Canada – Going Private Transactions: Impact and Implications"

Articles and Publications

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Patricia's publications include:

  • "Debunking the Myth: Why Activism Is Tough in Canada"
  • "50-10-120: A New Code for Hostile Bids"
  • "Whopper of a Deal with a Double-Double Take on the Canadian Exchangeable Share Structure"
  • "Proxy Contests: The New M&A?"
  • "Share Buy-Backs in Canada"
  • "The Underwriting Agreement: Form and Commentary"
  • "Realizing on Public Company Assets and Shares – Some Securities Law Issues for Lenders"
Patricia Olasker
Patricia L. Olasker
Partner
Office:
Toronto
Tel:
416.863.5551
Email:
polasker@dwpv.com
Bar Admissions:

Ontario, 1979

Education:

Boalt Hall, University of California at Berkeley, LL.M. Program, 1980-1981

Osgoode Hall Law School, LL.B., 1977