Kansas City Southern

Acted as Canadian counsel to Kansas City Southern in its transformative US$31-billion merger with Canada Pacific Railway to create the first U.S.-Mexico-Canada rail network.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in the acquisition by Rogers Communications Inc. of all of Shaw's issued and outstanding Class A and Class B shares in a transaction valued at approximately C$26 billion, including debt, representing a significant premium for Shaw's shareholders. This deal won M&A Deal of the Year at the 2024 Canadian Law Awards.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its joint C$2.85-billion sale with Rogers Communications Inc. of Freedom Mobile Inc. to Videotron Ltd., a subsidiary of Québecor Inc.

LKQ Corporation

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

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its proposed US$42-billion merger with Newmont Mining Corporation to combine the world's two largest gold companies.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its historic joint venture with Newmont Mining Corporation, which combined their respective mining operations, assets, reserves and talent in Nevada to create the world's largest gold complex.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its agreements with the governments of Pakistan and Balochistan and three federal state-owned Pakistani entities to reconstitute the Reko Diq Project in the country's Balochistan province, which hosts one of the world's largest undeveloped open pit copper-gold porphyry deposits. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders. A separate agreement provided for Barrick's partner Antofagasta PLC to exit and be replaced by the Pakistani parties in the reconstituted project.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its mutual strategic investment agreement with Shandong Gold Group Co., Ltd. and related securities laws matters. Under the agreement, Shandong Gold will purchase up to $300 million of Barrick shares and Barrick will invest an equivalent amount in shares of a publicly listed company controlled by Shandong Gold, in each case, through open market purchases.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in the up to US$430-million sale to Teranga Gold Corporation of a 90% interest in the Massawa gold project in Senegal by a subsidiary of Barrick and its Senegalese joint venture partner.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its sale of a 25% stake in the Cerro Casale Project to Goldcorp, and the negotiation of a 50/50 regional joint venture over the Cerro Casale, Quebrada Seca and Caspiche projects in Chile's Maricunga district. This highly complex and multi-faceted transaction involved the acquisition by Goldcorp of Kinross' entire 25% interest in the Cerro Casale Project and a 25% interest in the project from Barrick, whose holding in the project fell from 75% to 50%. Upon closing of the transaction, the joint venture was established.

BMO Capital Markets, RBC Capital Markets, Barclays, Scotiabank and TD Securities Inc.

Acted for a syndicate of underwriters, led by BMO Capital Markets, RBC Capital Markets and Barclays, as global coordinators and joint bookrunners, and Scotiabank and TD Securities Inc., as joint bookrunners, for the $1.6-billion initial public offering (IPO) of Definity Financial Corporation, the largest Canadian IPO of 2021. This is the largest IPO by a Canadian company in over 20 years and the second largest ever, when taken together with the concurrent cornerstone private placements to Healthcare of Ontario Pension Plan and Swiss Re for aggregate proceeds of $700 million. The IPO and private placements were made in connection with the concurrent demutualization of Definity's direct subsidiary (Economical Mutual Insurance Company) - the first demutualization of a Canadian property and casualty insurer. This IPO won Capital Markets Deal of the Year at the 2022 Canadian Law Awards.

SEMAFO Inc.

Acted as counsel to SEMAFO Inc. in its US$2.1-billion business combination with Endeavour Mining Corporation by way of plan of arrangement under the Business Corporations Act (Québec).

Tecpetrol Investments S.L.

Acted for Tecpetrol Investments S.L. in its successful unsolicited take-over bid to acquire Alpha Lithium Corporation for C$310 million.

Copper Mountain Mining Corporation

Acted for Copper Mountain Mining Corporation in its US$439-million all-share acquisition by Hudbay Minerals Inc. by way of a court approved plan of arrangement.

Ember Infrastructure Management, LP

Acted for funds managed by Ember Infrastructure Management, LP, a New York-based private equity firm, in its $395-million acquisition of H2O Innovation Inc., a TSX-listed company, by way of statutory plan of arrangement under the Canada Business Corporations Act, and the associated rollover of shares by Investissement Québec, Caisse de dépôt et placement du Québec and management.

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.

TIO Networks Corp.

Acted for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

Bonterra Energy Corp.

Acted for the special committee of the board of directors of Bonterra Energy Corp. in its response to Obsidian Energy Ltd.'s unsolicited takeover bid to acquire Bonterra.

The Pallinghurst Group

Acted for The Pallinghurst Group in its acquisition, through Pallinghurst Nickel International Limited, of a 19.2% interest in Talon Metals Corp. from Resource Capital Fund VI L.P. Talon Metals is a TSX-listed base metals company with a nickel-copper-cobalt project in the United States.

The Pallinghurst Group

Acting as counsel for The Pallinghurst Group, a global metals and mining industry investor, in its proposed equity investment in Nemaska Lithium Inc. to help fund Nemaska's Whabouchi project in Québec.

Russel Metals Inc.

Acted for Russel Metals Inc. in its $160-million acquisition of City Pipe & Supply Corp., a Texas-based supplier of pipe, valves, and fittings to oil and gas companies in the United States.

Birch Hill Equity Partners

Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada 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.

J.P. Morgan

Acting for J.P. Morgan, as financial advisor to the board of directors of Canadian Western Bank (CWB), in connection with the C$5-billion sale of CWB to National Bank of Canada by way of share exchange.

J.P. Morgan Securities Canada Inc. and TD Securities Inc.

Acted for J.P. Morgan Securities Canada Inc. and TD Securities Inc., the financial advisors to the special committee and board of directors of Inter Pipeline Ltd., Canada's fourth-largest pipeline company, in connection with the unsolicited bid, and subsequent acquisition, by Brookfield Infrastructure Partners LP, including with respect to their inadequacy opinions.

Greenhill & Co. Canada Ltd.

Advising Greenhill & Co. Canada Ltd. in its fairness opinion and formal valuation to the delivery of a special committee and board of directors of Canfor Corporation in Canfor's going-private transaction with Great Pacific Capital Corporation for approximately $1 billion.

Waterton Global Resource Management, Inc.

Acted for Waterton Global Resource Management, Inc. in its sale of the Getchell gold project in Nevada to Premier Gold Mines Limited for consideration of up to US$85 million.

Aleafia Health Inc.

Advised the board of directors of Aleafia Health Inc., a Canadian cannabis company, in connection with an agreement between Aleafia and shareholders representing 15.6% of the shares to appoint two directors and enter into customary standstill and voting covenants.

Riot Platforms Inc.

Acted for Riot Platforms Inc., a Bitcoin mining and digital infrastructure company, in connection with its successful application to the Capital Markets Tribunal of Ontario to cease trade the 15% trigger poison pill adopted by Bitfarms Ltd., a Toronto-based bitcoin mining company, in response to Riot’s unsolicited strategic pursuit of Bitfarms and shareholder meeting requisition. This decision was named one of the top 10 business decisions of 2024 by Law360 Canada.

AvalonBay Communities

Acting for AvalonBay Communities, the largest publicly traded multifamily housing real estate investment trust in the United States, in its acquisition of eight apartment communities from BSR Real Estate Investment Trust for aggregate consideration valued at US$618.5 million.

Capital Markets Tribunal Establishes New Framework for Evaluating Poison Pills

Nov. 21, 2024 - The Ontario Capital Markets Tribunal recently released its highly anticipated reasons for cease trading a shareholder rights plan adopted by Bitfarms Ltd. (Bitfarms) with a 15% trigger (15% Rights Plan). In Riot Platforms, Inc. v. Bitfarms Ltd., 2024 ONCMT 27, the Tribunal exercised its...

Governance Insights: 10 Trends that GCs and Boards Need to Know

Jan. 24, 2024 - The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic and compliance planning, we discuss issues including the...

Public Mergers and Acquisitions in Canada: Overview, co-author

Nov. 01, 2021 - Practical Law – Mergers and Acquisitions Global Guide (Thomson Reuters)
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