Mergers & Acquisitions

The successful acquisition or sale of a business requires experienced, industry-specific legal analysis and execution. Our mergers and acquisitions lawyers act for strategic and financial investors, pension plans, investment bankers, private equity firms, boards of directors, special committees, management groups and lenders in all forms of domestic and international acquisitions involving both publicly-traded and privately held enterprises. We frequently advise publicly-traded companies and their boards of directors when they are the subject of unsolicited bids.

Our goal is to help our clients meet their strategic objectives efficiently and effectively whether we are advising on:

• Transaction structure
• Negotiating major transaction agreements
• Working with management on business and strategic issues in the deal
• Advising on and filing domestic and international competition/antitrust notifications and other regulatory filings
• Conducting due diligence investigations
• Participating in pre-bid planning, including tax planning and post-acquisition planning and integration.

Our mergers and acquisitions team draws upon the industry-specific knowledge and experience of lawyers in those areas of law that are fundamental to a successful transaction, including tax, competition/antitrust, securities/regulatory, litigation, pensions, employment/executive compensation, intellectual property and environmental matters.

Experience

Our mergers and acquisitions experience includes the following select transactions:

Private Equity/Financial

• Representing a leading Canadian private equity firm in connection with:
  • The sale of an extruded plastics business with manufacturing operations in Ontario and the United States
  • The acquisition of a significant interest in a Canadian manufacturer of specialized tank trucks and trailers
  • The acquisition of a leading manufacturer of paving stones, masonry and concrete blocks
  • The acquisition of a leading Canadian manufacturer of private label and branded food products
  • The acquisition of an Alberta-based provider of underground utility location services
• Representing a major private equity fund on its formation and in connection with:
  • Its investment in a leading manufacturer of electric floor heating systems
  • The acquisition of a significant interest in a manufacturer and distributor of industrial valves that serves the North American oil and gas markets
  • The acquisition of an importer and distributor of chocolate, specialty dessert and pastry ingredients
  • The acquisition of a specialty metals distribution and processing businesses with operations in Western Canada and the United States, and the subsequent sale of that business
  • Its investment in a wireless goods and services company
• Acting for a pension fund in the acquisition of the Hyatt Regency Hotel in Vancouver
• Representing private equity investors in a $1.2 billion forestry acquisition
• Representing a US private equity firm in connection with the financing and acquisition of a cellulose mill in British Columbia
• Representing a US private equity firm in connection with its investment in a leading Vancouver-based women’s fashion designer and retailer
• Representing an investment manager in connection with the sale of its business in multiple jurisdictions to a public financial services company
• Representing a private merchant bank in connection with various public and private investments and shareholder arrangements

Strategic Acquisitions

• Representing Ritchie Bros. Auctioneers Incorporated in its acquisition of IronPlanet for US$758.5
• Representing a publicly traded entity in connection with an acquisition valued at $200 million
• Advising a foreign purchaser in its acquisition of a golf course and related property for the prospective development of a luxury leisure-oriented community
• Advising Arbutus Biopharma Corporation on the closing of the issue and sale of shares by Arbutus to Roivant for gross proceeds to Arbutus of US$50 million (Tranche 1)
• Advising OnCore BioPharma on Canadian matters in its announced merger with Tekmira Pharmaceuticals
• Advising Burger King Worldwide, Inc., as British Columbia counsel, in connection with its acquisition of Tim Hortons Inc. for approximately US $12.5 billion
• Representing a buyer of a winery business with locations in Victoria, BC and Oliver, BC involving the negotiation of a purchase agreement and various closing documents
• Representing a BC technology company with their all-cash acquisition of shares
• Representing a pension fund in a series of acquisitions in the hotel industry including the acquisition of the Canadian Hotel Income Properties REIT
• Representing the purchasers of a major aerospace repair and overhaul service provider in Western Canada
• Representing an international cement and construction materials manufacturer in various acquisitions in Western Canada
• Representing an international engineered products company on various acquisitions in Canada
• Representing a US-based resort company in connection with the acquisition of a British Columbia ski resort
• Representing an alternative energy company in its acquisition and financing activities
• Representing a food products manufacturer in its strategic acquisitions in North America and internationally
• Representing a special committee of independent directors on a sale of a casino business
• Representing a special committee of independent directors on the sale of a software systems company
• Representing a special committee of directors on the sale by a fuel cell company of its automotive fuel cell research and development assets to two strategic partners based in Germany and the U.S.
• Representing an infrastructure fund of a global financial institution in the acquisition of port terminal facilities
• Representing a leading material handling company in the acquisition of a Canadian competitor
• Representing a distributor of pharmaceutical products in connection with the sale of its business
• Representing shareholders on the sale of a Canadian company operating hearing aid clinics in B.C., Alberta, Ontario and Nova Scotia to an international manufacturer
• Representing the purchaser on the acquisition and financing of a leading North American manufacturer of specialty premium packaging

Natural Resources

• Representing Canfor Corporation with the strategic sale of their interest in Anthony EACOM Inc.
• Representing BC Hydro on the purchase of Teck Resources Limited’s one third interest in the Waneta Dam
• Representing various entities in connection with acquisitions and sales of forest products and pulp and paper businesses, including advising Catalyst Paper Corporation in its acquisition of two pulp and paper mills located in Maine, USA from NewPage Corporation, NewPage Wisconsin System Inc., and Rumford Paper Company
• Representing the seller in a $310 million sale of an oil sands project to a national oil company
• Representing an oil sands developer on the acquisition of significant oil sands and petroleum and natural gas assets
• Representing a gold mining company on the purchase of the interest of a majority joint venturer in a Chilean gold property
• Representing a Canadian-based precious metals producer with the acquisition of the Seabee gold operation in northeastern Saskatchewan
• Representing Barrick Gold Corporation in a disposition option agreement to Skeena to acquire Snip Mine Property in BC
• Representing Coeur Mining Inc. in connection with its acquisition of all outstanding shares of JDS Silver Holdings Ltd.
• Representing Rio Tinto Exploration Canada in an option agreement with Shore Gold Inc. to acquire up to a 60% undivided interest in the Star-Orion South Diamond Project in Saskatchewan
• Representing Rio Tinto Exploration Canada on acquisitions and dispositions of mining projects across Canada and around the world
• Representing a major energy company in Alberta with a large transaction involving its acquisition of a long-term natural gas transportation and processing capacity
• Representing a major Canadian crude oil company in the sale of its wholly own subsidiary, an acquisition which is valued at CAD $1.46 billion
• Representing a consortium of Korean companies on a strategic investment in a copper mine in Mexico
• Representing the seller of a portfolio of royalties on mineral properties in Spain, Tasmania, Australia, the United States and Canada
• Representing the seller of a silver mine under development in Peru
• Representing the purchaser of a nickel mine under development in Russia
• Representing an international mining company in connection with the sale of a past-producing molybdenum mine in British Columbia
• Representing the seller of a copper/gold mine under development in British Columbia

Team