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.

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.

Blackstone Inc.

Acting for Blackstone in its US$3.5-billion take-private acquisition of Tricon Residential Inc., an owner, operator and developer of a portfolio of approximately 38,000 single-family rental homes in the U.S. Sun Belt and multi-family apartments in Toronto.

Canaccord Genuity Group Inc.

Acted for the special committee of the board of directors of Canaccord Genuity Group Inc. in connection with management’s proposed takeover bid for the common shares of Canaccord.

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.

Canada Enterprise Emergency Funding Corporation

Acted for Canada Enterprise Emergency Funding Corporation, a non-agent Crown corporation and wholly owned subsidiary of Canada Development Investment Corporation, in connection with Air Canada's approximately $6-billion financing agreements with the Government of Canada through the Large Employer Emergency Financing Facility (LEEFF) program.

Apotex Pharmaceutical Holdings Inc.

Acted as lead transaction and tax counsel to Apotex Pharmaceutical Holdings Inc., a global pharmaceutical company that produces high-quality affordable medicine, in its sale to SK Capital Partners.

The Blackstone Group Inc.

Acted for real estate funds managed by The Blackstone Group Inc. and their affiliates in Blackstone's $6.2-billion all-cash acquisition of Dream Global Real Estate Investment Trust and the separation of its external asset manager, Dream Asset Management.

LKQ Corporation

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

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.

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 occurred in two tranches (i) $350 million in the form of exchangeable debentures at first closing in May 2019; and (ii) $400 million in the form of redeemable preferred shares at second closing in October 2020. This investment won Capital Markets Deal of the Year at the 2020 Canadian Law Awards.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its sale of Shaw Media Inc. to Corus Entertainment Inc. for $2.65 billion. Shaw Media is the owner of the Global Television Network and 19 specialty channels including HGTV Canada, Food Network Canada and Showcase. Davies acted for Shaw in 2010 on the purchase of these assets from CanWest Global Communications for $2 billion. The proceeds from this sale were used to finance Shaw's acquisition of WIND Mobile for $1.6 billion. Davies acted for WIND Mobile.

Bentall Kennedy (Canada) Limited Partner

Acted for the Bentall Kennedy Group, a premier real estate investment management firm operating in Canada and the United States, in its acquisition by Sun Life Financial Inc. for a purchase price of $560 million.

Stericyle Inc.

Acted as Canadian counsel for Stericycle, Inc. in its acquisition of Shred-it International, a global secure information destruction services provider, for US$2.3 billion in cash.

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.

Maple Group Acquisition Corporation

Acted for Maple Group Acquisition Corporation (renamed TMX Group Limited), an entity whose shareholders consisted of five of Canada's largest pension funds, four Canadian bank-owned investment dealers, a leading independent broker dealer, Canada's largest financial co-operative group and a leading Canadian-based financial services group, in connection with its $3.8-billion acquisition of each of TMX Group Inc., The Canadian Depository for Securities Limited, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership, resulting in the creation of a new integrated clearing and exchange group. This deal was awarded Deal of the Year in 2012 by Lexpert magazine.

Ridley Inc.

Acted for the Special Committee of the Board of Directors of Ridley Inc., one of the leading commercial animal nutrition companies in North America, in connection with a plan of arrangement under which Alltech, Inc. acquired all of the outstanding stock of Ridley Inc. for total consideration of approximately $521 million.

Ontario Teachers' Pension Plan Board

Acted for Ontario Teachers' Pension Plan Board in connection with its US$500-million equity investment in Hudson's Bay Company to finance the acquisition by Hudson's Bay Company of Saks Incorporated in an all-cash transaction valued at approximately US$2.9 billion including debt, and provided counsel in related governance, shareholder arrangements and subsequent secondary bought deal offering of 4,899,000 common shares of Hudson's Bay Company for aggregate gross proceeds of approximately $115.6 million.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

Reuters Group PLC

Acted as Canadian counsel for Reuters Group PLC in its dual-listed company merger with The Thomson Corporation to create Thomson-Reuters in a transaction valued at US$17.6 billion, creating the first Canadian dual-listed company structure.

Kirkland Lake Gold Inc.

Acted for the Special Committee of the board of directors of Kirkland Lake Gold Inc. in connection with its $1-billion combination with Newmarket Gold Inc., by way of a Plan of Arrangement, to create a new low-cost, mid-tier gold producer.

Wheaton River Minerals Ltd.

Acted for Wheaton River Minerals Ltd. in connection with the $2.4-billion acquisition of Wheaton River by Goldcorp Inc., and related defeat of an unsolicited takeover bid of Goldcorp by Glamis Gold.

Clarica Life Insurance Company

Acted for Clarica Life Insurance Company in connection with the merger with Sun Life Financial Services of Canada Inc. in a transaction valued at approximately $7.1 billion.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in its acquisition of ViaWest, Inc. from Oak Hill Capital Partners and other shareholders for an enterprise value of US$1.2 billion.

Agricore United

Acted for Agricore United, Canada's largest grain handler, in its successful defence of the unsolicited takeover bid made by Saskatchewan Wheat Pool, the resulting white knight agreement with James Richardson International and the topping $1.8 billion offer by Saskatchewan Wheat Pool, resulting in the creation of Viterra, at that time Canada's largest grain-handling company prior to its subsequent disposition to Glencore.

Aurora Oil & Gas Ltd.

Acted as Canadian counsel to Aurora Oil & Gas Ltd. in connection with its acquisition by Baytex Energy Corp. via a Scheme of Arrangement for AUD$1.9 billion.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with its acquisition of Enmax Envision Inc., a high-speed data communications subsidiary of Enmax Corporation, operating one of Calgary's largest fibre-optic networks, for a purchase price of approximately $225 million.

MOSAID Technologies Incorporated

Acted for the Special Committee of MOSAID Technologies Incorporated in connection with its successful defence of an unsolicited takeover bid by Wi-LAN Inc. and the resulting "white knight" agreement with Sterling Partners to acquire MOSAID by way of a plan of arrangement for approximately $590 million.

Shaw Communications Inc.

Acted for Shaw Communications Inc. in connection with the sale by Shaw of Mountain Cablevision, Shaw's cable system in Hamilton, Ontario, to Rogers Communications Inc., an option for Rogers to purchase Shaw's spectrum licenses for advanced wireless service, and the purchase by Shaw of a one-third interest in TVtropolis, a specialty TV network, from Rogers.

Premium Nickel Resources Corporation

Acted for the special committee of the board of directors of Premium Nickel Resources Corporation in its reverse takeover of North American Nickel Inc.

Greenhill & Co. Canada, Ltd.

Acting for Greenhill & Co. Canada, Ltd., in its provision of a long form fairness opinion to the board of directors of Score Media and Gaming, Inc. (theScore), a leading digital media and sports betting and technology company, in theScore's acquisition by Penn National Gaming, Inc. for approximately US$2 billion in cash and stock.

Danone

Acted as Canadian counsel to Danone, a leading French multi-local food and beverage company, in the sale of Vega, the North American plant-based nutritional products brand, to funds managed by WM Partners, a U.S.-based private equity investment firm focused on the health and wellness industry.

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.

Premium Brands Holdings Corporation

Acted for Premium Brands Holdings Corporation in its groundbreaking partnership with a coalition of Mi'kmaq First Nations to jointly acquire Clearwater Seafoods Incorporated, Atlantic Canada's largest wild seafood company, for approximately $1 billion.

People Corporation

Acted for the special committee of the board of directors of People Corporation in connection with the $1.2-billion acquisition of People Corporation, by way of a plan of arrangement, by investment funds managed by Goldman Sachs Merchant Banking.

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.

Blackstone Tactical Opportunities

Acted for Blackstone Tactical Opportunities, a fund managed by Blackstone, in its sale of TITUS Inc., an Ottawa-based leading provider of data classification and categorization solutions, to an affiliate of HelpSystems Holdings, Inc.

Blackstone Real Estate Income Trust, Inc.

Acted for Blackstone Real Estate Income Trust, Inc. in its US$240-million preferred equity investment in Tricon Residential Inc., a rental housing company focused on serving the middle-market demographic in North America.

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.

Ontario Teachers' Pension Plan Board

Acting for Ontario Teachers' Pension Plan Board in the $170-million sale of its shares in Hudson's Bay Company to an affiliated entity controlled by its chairman.

Sentry Investments

Acted for Sentry Investments in its $780-million acquisition by CI Financial Corp. in a transaction that combines two of Canada's largest independent active asset managers.

BMO Capital Markets

Acted for BMO Capital Markets, financial adviser and fairness opinion provider to Element Financial Corporation, in connection with its separation into two independent public companies, Element Fleet Management and ECN Capital.

HP Inc.

Acted as Canadian counsel to HP Inc., a world leader in printing, in connection with its US$1.05-billion acquisition of the printer business from Samsung Electronics Co., Ltd.

BMO Capital Markets

Acted for BMO Capital Markets, independent financial adviser and fairness opinion provider to the Special Committee and the Board of Directors of Husky Energy, in connection with its $1.7-billion sale of a 65% interest in select midstream assets in the Lloydminster region of Alberta and Saskatchewan to Cheung Kong Infrastructure Holdings Limited and Power Assets Holdings Limited.

New Gold Inc.

Acted for New Gold Inc. in the sale of its 30% interest in the El Morro copper-gold project in Chile to Goldcorp Inc. in exchange for a $90-million cash payment, a 4% gold stream on life-of-project gold production from the El Morro property and cancellation of a $93-million carried funding loan. In conjunction with the transaction, Goldcorp and Teck Resources Limited announced their intention to combine their respective El Morro and Relincho properties into a 50/50 joint venture with the interim name of Project Corridor.

Tecpetrol International S.A.

Acted for Tecpetrol International S.A. and Tecpetrol Internacional S.L. (Unipersonal) in connection with the agreement to acquire all of the issued and outstanding common shares of Americas Petrogas Argentina S.A from Americas Petrogas Inc. for a cash purchase price of $77.6 million.

Molex Incorporated

Acted for Molex Incorporated, a subsidiary of Koch Industries, Inc. and a leading global provider of connectors and interconnect components and cable assembly products, in its acquisition of SDP Telecom Inc., a designer and manufacturer of radio-frequency and microwave components and solutions for the wireless communications industry.

BMO Capital Markets

Acted for BMO Capital Markets, financial advisors to the independent committee of Ainsworth Lumber Co. Ltd. in its merger with Norbord Inc., which created a leading global wood products company focused on producing oriented strand board across North America, Europe and Asia.

McCain Foods

Acted for McCain Foods on the sale of its North American frozen pizza business to Dr. Oetker.

MI Developments Inc.

Acted for MI Developments Inc. in the elimination of its dual-class share structure pursuant to a plan of arrangement under the Business Corporations Act (Ontario).

Government of Canada

Acted for the Government of Canada, as vendor, in the disposition of Atomic Energy of Canada Ltd.'s Candu reactor commercial division to SNC-Lavalin Group.

Audley Capital

Acted for Audley Capital, the principal shareholder of Western Coal Corp., in the acquisition of Western Coal by Walter Energy Inc. Walter Energy acquired Western Coal through the initial purchase of part of Audley Capital's block and subsequent acquisition of the remaining outstanding common shares by way of plan of arrangement, with a total value of $3.3 billion.

CIBC World Markets Inc.

Acted for CIBC World Markets, the financial advisors to the Special Committee of Magna International Inc., in connection with litigation before the Ontario Securities Commission and the Superior Court of Ontario arising from the elimination by Magna of its dual-class share structure and the creation by Magna of a single class of equity securities by way of a plan of arrangement.

MI Developments, Inc.

Acted for MI Developments, Inc. (MID) in its successful defence of applications made by minority shareholders of MID to the Ontario Securities Commission by seeking orders denying MID the use of various securities law exemptions and seeking to require MID to obtain minority shareholder approval before proceeding with proposed related party transactions with Magna Entertainment Corp.

MI Developments Inc.

Acted for MI Developments Inc. in a divestment and spin-off of ownership position in Magna Entertainment to MI Developments shareholders.

Schlumberger Limited

Acted for Schlumberger Limited, a multinational oilfield services provider, in connection with the acquisition of contract driller Saxon Energy Services Inc. by way of a plan of arrangement valued at $706 million, including Schlumberger's arrangements with its joint acquirer, private equity fund First Reserve Corporation.

Creststreet Power & Income Fund LP

Acted for the Special Committee of Creststreet Power & Income Fund LP in connection with its strategic alternatives review process which culminated in the $121.6-million sale of its windpower subsidiaries to an affiliate of FPL Energy, LLC and the distribution of its net assets to unitholders.

Catalyst Fund Limited Partnership I

Acted for Catalyst Fund Limited Partnership I in the restructuring of Cable Satisfaction International Inc., sponsored by Catalyst, including the sale of Cable Satisfaction's subsidiary, Cabovisao-Televisao por Cabo, S.A., to Cogeco Cable Inc. in an all-cash transaction valued at 465 million euros.

MI Developments Inc.

Acted for a subsidiary of Magna International Inc. in defending successfully a precedent-setting oppression application brought against it before the Ontario Superior Court by Greenlight Capital Corporation and its founder, David Einhorn. Magna prevailed at trial, as well as on appeal in the Divisional Court of Ontario and Ontario Court of Appeal.

Catalyst Fund (Cable Satisfaction International Inc.)

Acted for Catalyst Fund in connection with the restructuring of Cable Satisfaction International Inc. under the Companies' Creditors Arrangement Act (CCAA) and the sale of principal subsidiary Cabovisao Televisao Por Cabo, S.A. to Cogeco Inc.

Intier Automotive Inc.

Acted for the Special Committee of Intier Automotive Inc. in connection with the proposed going private transaction by Magna International.

PetroKazakhstan Inc.

Acted for PetroKazakhstan Inc., a Canadian-listed energy company, in its US$4.18-billion acquisition by China National Petroleum Corporation by way of negotiated takeover bid.

Hollinger Inc.

Acted for the Special Committee of Hollinger Inc. in connection with matters relating to Hollinger International.

Recipe Unlimited Corporation

Acted for the special committee of the board of directors of Recipe Unlimited Corporation, Canada's largest full-service restaurant company, in the sale of Recipe to Fairfax Financial Holdings Limited, a deal that values Recipe at approximately $1.2 billion.

TotalEnergies EP Canada Ltd.

Acted for TotalEnergies EP Canada Ltd., a subsidiary of TotalEnergies SE, in connection with its acquisition of an additional 6.65% working interest in the Fort Hills oils sands project located approximately 90 km north of Fort McMurray, Alberta.

International Bar Association, 20th Annual International M&A Conference, “Global M&A Hot Topics”; New York, NY

June 06, 2023

Vincent Mercier Speaks to Lexpert on MAE Clauses and Ordinary Course Covenants in the Context of COVID-19

Apr. 19, 2021 - In an article published in the Lexpert Special Edition: Finance and M&A 2021 (available to subscribers), Davies partner Vincent Mercier shared his insights on the implications of Fairstone Financial Holdings Inc. v Duo Bank of Canada, the first Canadian case to consider whether a...

Buyer Beware: In Canada’s First COVID-19 “Busted Deal” Decision, Court Finds That Duo Bank Cannot Terminate Its Acquisition of Fairstone Financial

Dec. 15, 2020 - The economic dislocation caused by the COVID-19 pandemic has led to an uptick in “busted deal” litigation in M&A transactions in the United States and Canada.¹ The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that...

The InterOil Saga Continues: Yukon Court of Appeal Asked to Rule on “Fair Value”

Mar. 21, 2019 - ExxonMobil has filed a notice of appeal to the Yukon Court of Appeal, appealing the lower court’s decision in Carlock v ExxonMobil Canada Holdings ULC. In the decision under appeal, the Yukon Supreme Court sided with dissenting shareholders in determining that the fair value of an...

Canadian Court Awards Significant Premium to Negotiated Deal Price in Determining “Fair Value”

Feb. 27, 2019 - Note: On March 18, 2019, ExxonMobil filed a notice of appeal to the Yukon Court of Appeal. We will be watching the progress of the appeal and will report on the decision once it is released. The 2017 acquisition of InterOil by ExxonMobil continues to generate cases of interest to...

Weed Wars Part III: The Joint Actor Issue

Mar. 23, 2018 - In the recently released joint reasons of the Ontario and Saskatchewan securities commissions in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc., the commissions considered when a...

Weed Wars Part II: Tactical Poison Pills and Lock-up Agreements in Hostile Bids

Mar. 20, 2018 - The Ontario and Saskatchewan securities commissions recently released joint reasons in In the Matter of Aurora Cannabis Inc. in respect of the unsolicited takeover bid by Aurora Cannabis Inc. for all the shares of CanniMed Therapeutics Inc. and CanniMed’s adoption of a shareholder rights...

Boards Beware: Regulators Actively Monitoring Related Party Transactions

July 31, 2017 - On July 27, 2017, staff of the Ontario, Québec, Alberta, Manitoba and New Brunswick securities regulatory authorities offered guidance on the role of boards and special committees and on their process and disclosure obligations in conflict of interest transactions.¹ The Notice is...

Davies Partner Vincent Mercier Discusses the Canadian M&A Outlook for 2016 with BNN’s The Business News

Jan. 20, 2016 - In an interview with BNN’s The Business News, Davies partner Vincent Mercier considers trends affecting the outlook for mergers and acquisitions (M&A) in Canada for 2016. Vince shared the following observations with host Amber Kanwar: 2015’s strong results are...

Making Deals in the Era of Low Oil – Financial Post, National Post

Sept. 24, 2015 - Davies partner Vince Mercier participated in the annual Legal Post mergers & acquisitions roundtable, discussing M&A trends that emerged in 2015, including the effect of the Canadian dollar and the lower price of oil.

No End in Sight to Deal Frenzy as Cheap Money, Confidence Propel M&A – Financial Post, National Post

Apr. 10, 2015 - In an article that tracks the surge in the value of deal making this year, Davies partner Vince Mercier notes that this upward trend is commensurate with the improved global economic outlook, particularly in the United States.