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

Monthly Archives: September 2012

Go-Shops in Canada

Go-Shop Provisions in Canadian M&A Transactions: Advantages, Disadvantages and Considerations

By Max Thelonious Rogan and Mason Gordon on Posted in Contractual Matters, Public M&A

It is quite common in negotiated acquisitions for companies to perform a pre-signing market canvass and to enter into an acquisition agreement that contains a “no-shop” provision with a fiduciary out clause for unsolicited third-party proposals, as well as a break fee payable in the eventuality of the target company accepting a superior offer.  Less… → Read More

The Power of the Private Power of Sale

How Does Real Estate Security Differ Between Canada and the U.S.?

By Paul Galbraith on Posted in Strategy

A few days ago, I blogged about one of the key differences between taking security in Canada, as compared to the US (a question I’m often asked by lenders when working on cross-border M&A transactions). As a follow up to that post, I’m going to discuss one other reason why lender rights are generally a… → Read More

Working Capital in Public M&A – Is Varying Cash Consideration the Solution?

By Robert Hansen on Posted in Public M&A, Strategy

Dealing with a target company’s working capital in the context of a public M&A transaction is often a challenge because the buyer has no recourse against the target’s former shareholders after closing if working capital is not at an agreed-upon level.  It’s impracticable to implement a post-closing working capital adjustment mechanism where there’s no one… → Read More

Good News for Canadian Mortgagees

How Does Real Estate Security Differ Between Canada and the U.S.?

By Paul Galbraith on Posted in Strategy

US lenders in cross-border M&A transactions often ask how real estate security differs in Canada. The short answer is not much; the security and legal requirements are pretty much the same (though perhaps not as heavily negotiated and labyrinthine as US-style documentation). The best news, however, is what’s unique about Canada as compared to the… → Read More

Fibrek: Where are we now in the regulation of defensive tactics?

By David E. Woollcombe and Leslie Milroy on Posted in Public M&A, Shareholders, Strategy

Resolute’ s battle for ownership of 100% of Fibrek Inc. recently came to an end with a friendly “white knight” offer from Mercer being withdrawn after a lengthy court battle. Resolute’s hostile bid for Fibrek was successful, notwithstanding that Fibrek’s board had endorsed Mercer’s offer at a 40% premium to the hostile bid. The Fibrek… → Read More