Canadian M&A Perspectives Private and Public Mergers & Acquisitions | Private Equity

Monthly Archives: December 2011

Amending Interim Order and Circular for a Superior Proposal – Plan of Arrangement Leftovers

Posted in Public M&A
The proposed acquisition of Prime Restaurants discussed in this recent post by Robert Hansen continues to whet our blogging appetite. Prime had initially signed a friendly deal to be acquired by Cara Operations via a plan of arrangement and put out a proxy circular dated November 10th with a record date of November 4th and a shareholders meeting date set for December 12th. Prime also obtained an interim court order for the deal on November 14th. But the Cara deal was not to be, and on November 28th, having received a superior all-cash offer from Fairfax Financial Holdings, Prime terminated … Continue Reading

Take-over Bid vs Plan of Arrangement: Top 10 Considerations

Posted in Public M&A, Strategy

Acquisitions of public companies in Canada almost always take the form of either a take-over bid or court-approved plan of arrangement. Choosing between the two is highly dependent on the facts of each case. It’s not uncommon for bidders to start with one structure and then to flip over to the other as the deal evolves. I’ve set out below the top ten considerations for a bidder when it makes this important decision: 

  1. Hostile/Friendly. If the offer is not supported by the target’s board, the bidder will almost always choose to proceed by way of take-over bid. Although there
  2. Continue Reading

Canadian M&A Activity in the United States Reaching Historic Levels in 2011

Posted in Public M&A

Despite continuing economic uncertainty in 2011, the pace of Canadian M&A activity in the United States so far this year has reached historic levels, according to a recent study published by PricewaterhouseCoopers (PwC).

Year to date (up to November 14, 2011), Canadian entities were involved in 385 acquisitions of US firms, representing a total transaction value of US$22 billion and a record pace for transaction volume. US M&A activity accounted for 40 per cent of all cross-border deals by value for Canadian firms, making the United States the most favoured foreign investment jurisdiction (the next closest was Australia, with only … Continue Reading

Stretching the Umbrella: 5 Tips for Preserving Privilege in a Complex Transaction

Posted in Strategy

Good communication within a deal team can be the linchpin of a successful transaction. Equally important, however, is the need to preserve privilege and ensure that sensitive information is insulated from any subsequent litigation. Balancing these two demands in a complex and fast moving transaction can be cumbersome, complicated and fraught with risk. Fortunately, recent developments in the common law have shed some light on this issue and provide useful guidance on how best to manage sensitive communications within a deal team.

Solicitor-client privilege exists as a common law exception to the evidentiary rules that compel disclosure during a litigation … Continue Reading