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

Category Archives: Public M&A

Subscribe to Public M&A RSS Feed

Plan of Arrangement – A Flexible “Made-in-Canada” Acquisition Structure

By Robert Hansen and Heidi Gordon on Posted in Public M&A, Shareholders, Strategy

Our colleague Matthew Cumming recently discussed some of the most important considerations when choosing between a take-over bid and a plan of arrangement for the acquisition of a Canadian public company. But if you’re like many of our other friends to the South, perhaps you’re wondering, what exactly is a plan of arrangement? The answer… → Read More

MAC Primer: An Overview to the Material Adverse Change Clause

By Tyler McAuley on Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

In most acquisitions, the distance between signing and closing is measured in weeks, if not months. During this interim period the buyer’s ability to safeguard or control the target’s business is limited. This is an uncomfortable position that can be exacerbated if the transaction is consummated between strategic competitors or in a market with substantial… → Read More

MAC-Ademy: An Introduction to the Material Adverse Change Clause

By Cristian Blidariu, Waleed Elgohary and Tyler McAuley on Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

Recently, a curious team of our M&A bloggers presented an internal roundtable discussion aimed at understanding some of the key issues regarding material adverse change (otherwise known as “MAC”) clauses. Part of what came out of that discussion is a presentation that provides an introduction to the MAC clause and some analysis regarding current trends… → Read More

Financing the Acquisition of a Canadian Business: Cross-Border Credit Transactions

By Ana Badour on Posted in Contractual Matters, Private Transactions, Public M&A

The acquisition of a Canadian business by US-based purchasers is often financed by way of a cross-border credit transaction involving a Canadian borrower (such as when the US purchaser sets up a Canadian company to make the acquisition, often for tax reasons), possibly also a US borrower (or as is common when a new Canadian… → Read More

Buying a Canadian Business, eh? An Introduction to a Special Series

By Robert Hansen and Heidi Gordon on Posted in Private Transactions, Public M&A

We’re often called upon to provide Canadian legal advice to US-based purchasers contemplating the acquisition of a Canadian business. In many transactions, we act directly for the purchaser; in others we’re asked to provide Canadian support to the acquirer’s US legal counsel. There are many similarities between Canadian and US law but if we had… → Read More

Cutting Through! Strategies to Address Recent Developments in the Regulatory Review Process

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

In our last post we highlighted some of the important developments in the regulatory rules regarding foreign direct investment and the Competition Bureau’s merger review process. In consideration of these changes, we’ve put together some of the important strategies to keep in mind when conducting a transaction that will fall under these, or any other… → Read More

Competition Bureau Increases the “Transaction-Size Threshold” for Pre-Merger Notification

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

Last week we discussed the new merger review guidelines released by the Competition Bureau of Canada. On Tuesday, February 7, 2012 the Bureau announced  additional changes to one of the key thresholds that trigger pre-merger notification and the review process discussed in our earlier post. In Canada, parties are required to notify the Commissioner of Competition where… → Read More

Competition Bureau Releases New Merger Review Guidelines

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

Earlier this month, the Competition Bureau published new Guidelines for its review process under the federal Competition Act. These Guidelines describe the Bureau’s general approach to administering its review process. In general, where a proposed transaction surpasses the “party-size” and “transaction-size” thresholds parties are required to notify the Commissioner prior to completing the proposed transaction. Following… → Read More

New Thresholds for Foreign Direct Investment Review

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

In recent weeks, Industry Canada has announced important developments that affect the regulatory review process for Canadian mergers and acquisitions. Below, we give a brief introduction to the foreign direct investment review process and highlight some of these important changes. Under the Investment Canada Act, Industry Canada is empowered to receive notice and often conduct… → Read More

The Battle for Prime Restaurants Inc. Ends Without Much Sizzle, but Leaves M&A Lawyers With Something to Chew On

By Waleed Elgohary on Posted in Public M&A, Shareholders

The recent battle for Prime Restaurants Inc. (PRI) between Cara Operations Limited (Cara) and Fairfax Financial Holdings Limited (Fairfax) settled, which allowed PRI to sign a new acquisition agreement with Fairfax. Before the parties had agreed to settle, PRI asked the court to determine whether the Fairfax proposal was in fact a “superior proposal” to… → Read More

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

By Cristian Blidariu on 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… → Read More

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

By Genevieve Pinto on 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… → Read More

What’s the Best Way to a Billion: M&A or IPO?

By W. Ian Palm on Posted in Public M&A, Strategy

Unless you’ve been living under a rock for some time, you’ll recall the exchange in The Social Network between Sean Parker, Mark Zuckerberg and Eduardo Saverin: “this is no time to take your chips down. A million dollars isn’t cool. You know what’s cool? A billion dollars.” If you’re an entrepreneur or investor with audacious… → Read More

OSC Dialogue 2011: Significant New OSC Policy Projects on M&A Matters Discussed

By Ian C. Michael on Posted in Public M&A, Shareholders

After a few years on hiatus, the Ontario Securities Commission hosted its “Dialogue” conference once again on November 1, 2011. OSC Dialogue opened with a speech from the Chair of the Ontario Securities Commission, Howard Wetston, and filled the morning with two panel discussions, one on market infrastructure and another on strategic issues in investor… → Read More

Materiality in Securities Legislation: Four Points from the Supreme Court of Canada

By Vanessa Grant and Geoff R. Hall on Posted in Public M&A

One of the issues in securities law generally is what constitutes “materiality”. In a later post we will discuss “material adverse change” clauses in M&A agreements, but this post is about the fundamental question of what is “material”. A recent case of the Supreme Court of Canada, Sharbern Holding Inc. v. Vancouver Airport Centre Ltd…. → Read More

The Use of Global Depositary Receipts for an Acquisition of a Canadian Public Company – Part 2

By Peter Goode on Posted in Public M&A

In my previous post, I outlined some of the features of a Global Depositary Receipts (GDRs) program that was utilized by HRT Participações S.A. (HRT), a Brazilian-based and listed exploration and production company, in its acquisition of UNX Energy Corp., a Calgary-based TSXV listed exploration and production company with oil and gas assets located in… → Read More

The Use of Global Depositary Receipts for an Acquisition of a Canadian Public Company – Part 1

By Peter Goode on Posted in Public M&A

Depositary receipts, which are a type of security that is traded on a stock exchange but which represent an interest in an underlying security that is issued by a publicly traded company in another jurisdiction, have been around since the 1920s in the form of American Depositary Receipts (ADRs), and more recently, in the form… → Read More

7 Tips For Hiring the Right Investment Banker

By Robert Hansen on Posted in Public M&A

So you are on the board of a public company that has decided to explore strategic alternatives, including a potential sale of the company. Or perhaps you are the CEO of a company who is looking at a significant strategic acquisition or divestiture of a business unit or division. You have a great team of lawyers at… → Read More

The Clash of the Rights Plan Cases (Redux)

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

The Ontario Securities Commission issued an order this week in connection with a shareholder rights plan adopted by the board of directors of MOSAID Technologies Incorporated in response to a hostile bid made by Wi-LAN Inc. The OSC ordered that effective November 1, 2011 (i.e. 70 days after the commencement of Wi-LAN’s unsolicited offer), MOSAID’s… → Read More