Sleep Country Canada Holdings Inc.

Acting for Sleep Country Canada Holdings Inc. in its C$1.7-billion sale to 16133258 Canada Inc., a newly-formed and wholly owned subsidiary of Fairfax Financial Holdings Limited, implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act.

Plusgrade Inc.

Acted for Plusgrade in connection with General Atlantic’s strategic investment in the ancillary revenue powerhouse. The investment represents a monumental transaction for the global travel tech sector.

The Aaron’s Company, Inc.

Acting for The Aaron’s Company, Inc., in its proposed sale to IQVentures Holdings, LLC in an all cash transaction valuing Aaron’s at approximately US$504 million.

Grup Mediapro S.L.U.

Acted for Grup Mediapro S.L.U. in a litigation settlement with CSB, LP, culminating in a transaction pursuant to which Mediapro sold its Canadian business, consisting of the OneSoccer Channel, to CSB.

Tecpetrol Investments S.L.

Acted for Tecpetrol Investments S.L. in its successful unsolicited take-over bid to acquire Alpha Lithium Corporation for C$310 million.

Centurion Apartment Real Estate Investment Trust

Acted for a special committee of independent trustees of Centurion Apartment Real Estate Investment Trust, a private, unlisted REIT with over $6.5 billion in assets, with restructuring of the REIT’s asset management agreement and related arrangements with its external asset manager, Centurion Asset Management Inc.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its joint topping bid with Pan American Silver Corp. for the US$4.8-billion acquisition of Yamana Gold Inc., pursuant to which Pan American acquired all of the issued and outstanding common shares of Yamana and Agnico Eagle acquired Yamana's Canadian assets (including its interest in the Canadian Malartic mine).

Points.com Inc.

Acted for Points.com Inc., the global leader in powering loyalty commerce, in its sale by plan of arrangement to Plusgrade Parent L.P. in an all-cash transaction valuing Points at US$385 million.

IAMGold Corporation

Acted for IAMGold Corporation in its engagement with Resource Capital Fund and subsequent entry into a Collaboration Agreement to appoint additional independent directors to the board.

Mantle Ridge LP

Acted for Mantle Ridge LP in its accumulation of a material equity stake in Dollar Tree and subsequent engagement with Dollar Tree culminating in an agreement to appoint seven new directors, including Richard Dreiling, as executive chair, and Paul Hilal, founder and CEO of Mantle Ridge LP, as vice chair.

Agnico Eagle Mines Limited

Acted for Agnico Eagle Mines Limited in its merger with Kirkland Lake Gold Ltd. to create a $30-billion combined company and the gold industry's highest-quality senior producer.

Roxgold Inc.

Acted for Roxgold Inc. in its C$1.1-billion business combination with Fortuna Silver Mines Inc. to create a premier growth-oriented global intermediate gold and silver producer.

Rexall Pharmacy Group

Acted for Rexall Pharmacy Group in the sale of its Ontario and northern Alberta long-term care pharmacy business to CareRx Corporation, Canada's leading provider of pharmacy services to seniors and other congregate care communities.

Points International Ltd.

Acted for Points International Ltd. in its $31.6-million bought deal public offering of common shares.

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.

Special Committee of RIV Capital Inc. (formerly Canopy Rivers Inc.)

Acted as counsel to the special committee of RIV Capital Inc. (formerly Canopy Rivers Inc.), a venture capital firm specializing in cannabis, in its plan of arrangement with Canopy Growth Corporation, involving the collapse of its dual-class share structure and the transfer of three of its portfolio assets for a total transaction value of approximately $297 million.

Input Capital Corp.

Acted for the independent committee of the board of directors of Input Capital Corp. in its acquisition of all the issued and outstanding shares of SRG Security Resource Group Inc.. in exchange for 50% cash and 50% shares of Input Capital.

TD Securities Inc. and Canaccord Genuity Corp.

Acted for a syndicate of underwriters led by joint bookrunners, TD Securities Inc. and Canaccord Genuity Corp., in a $23-million bought deal treasury and secondary offering of common shares of AcuityAds Holdings Inc.

Cornerstone Capital Resources Inc.

Acted for Cornerstone Capital Resources Inc. in its successful defence of the hostile bid launched by SolGold plc for Cornerstone, including Cornerstone's proposed requisition of a meeting of SolGold to change the board of SolGold.

Glanbia plc

Acted for Glanbia plc, a global nutrition group, in its acquisition of Foodarom Group, a Québec-based specialist flavours solutions business.

Rogers Communications Inc.

Acted for Rogers Communications Inc. in its US$750 million U.S. public offering of floating rate senior notes due 2022 registered via the multi-jurisdictional disclosure system.

BMO Capital Markets

Acted as Canadian and U.S. counsel to BMO Capital Markets in an at-the-market equity offering by cannabis company Organigram Holdings Inc. in Canada and the United States under the multijurisdictional disclosure system.

DIF Capital Partners

Acted for DIF Capital Partners, through its DIF Core Infrastructure Fund II (DIF CIF II), in its majority investment in Valley Fiber Ltd., a Manitoba-based telecommunications infrastructure company.

CIBC World Markets and BMO Capital Markets

Acted for CIBC World Markets and BMO Capital Markets as joint bookrunners with the offering of $100 million of trust units of Crombie REIT undertaken by a combination of a "bought deal" prospectus offering and a concurrent private placement.

Apotex Inc.

Acted as lead transaction and tax counsel to Apotex Inc. and ApoPharma USA Inc. on the sale of the ApoPharma business, including the global rights to Deferiprone, an iron chelator used to treat iron overload conditions resulting from blood transfusions, to Chiesi Farmaceutici S.p.A.

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.

DigitalBridge

Acted for DigitalBridge in its acquisition (and related bank financing) of Beanfield Metroconnect, an independent bandwidth infrastructure provider serving the enterprise, carrier and multi-dwelling unit markets in Toronto and Montréal over its owned fibre network.

Mistango River Resources Inc. and Orefinders Resources Inc.

Appointed by the Ontario Superior Court of Justice on application by shareholder activist Orefinders Resources Inc. to act as Independent Chair of the adjourned contested annual shareholders' meeting of Mistango River Resources Inc., at which Orefinders replaced the four-person board of directors with four new directors nominated by Orefinders, including its principals Stephen Stewart and Alex Stewart.

Mantle Ridge LP

Acted for Mantle Ridge LP in its accumulation of a material equity stake in Aramark and subsequent agreement with Aramark providing for the appointment of 6 new directors, including John Zillmer who was also appointed CEO, and Paul Hilal, founder and CEO of Mantle Ridge LP, who was also appointed as Vice Chairman of the board.

Tech Mahindra Limited

Acted for Tech Mahindra Canada, Inc. with its acquisition of ObjectWise Consulting Group, a Canadian information technology consulting company.

TransAlta Corporation

Acted for TransAlta Corporation in connection with the activist campaign, threatened proxy contest and contested meeting by Mangrove Partners and Bluescape Energy Partners with respect to TransAlta's 2019 annual and special meeting.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its mutual strategic investment agreement with Shandong Gold Group Co., Ltd. and related securities laws matters. Under the agreement, Shandong Gold will purchase up to $300 million of Barrick shares and Barrick will invest an equivalent amount in shares of a publicly listed company controlled by Shandong Gold, in each case, through open market purchases.

INNOVA Gaming Group Inc.

Acted for Special Committee of the Board of Directors of INNOVA Gaming Group Inc. in the unsolicited takeover by Pollard Banknote Limited of all of the outstanding common shares of INNOVA.

Espial Group Inc.

Acted for the Special Committee of Espial Group Inc. in successfully defending against a proxy contest brought by Vantage Asset Management Inc.

Guide to Shareholder Activism and Proxy Contests in Canada

Nov. 16, 2023 - Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well as notable recent developments and key differences between...

Doing Business in Canada 2023, contributor

Nov. 14, 2023 - Davies’ Doing Business in Canada guide provides executives, in-house counsel and foreign investors with an overview of the legal framework governing Canadian business operations and outlines key considerations for investing and conducting business in Canada…

As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Oct. 20, 2023 - Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with competing demands. Activism has also been on the rise in response to M&A...

Time (and Process) of the Essence: Ontario Court Accelerates Timing of Requisitioned Meeting

Feb. 08, 2023 - A recent decision of the Ontario Superior Court of Justice represents a rare victory for activists in overturning a target board’s proposed timing for setting a requisitioned meeting. While Canada is generally viewed as an activist-friendly jurisdiction, due in part to the relative ease with which...

Public Mergers and Acquisitions in Canada: Overview, co-author

Nov. 01, 2021 - Practical Law – Mergers and Acquisitions Global Guide (Thomson Reuters)
Read the chapter.

Davies Governance Insights 2020, contributor

Oct. 05, 2020 - Davies Governance Insights 2020 provides a comprehensive analysis of the trends and developments that have shaped the corporate governance landscape and those that are expected to define the next decade. Against the backdrop of the COVID-19 crisis, this year’s report explores key issues...

The Hostile Bid Is Dead. Long Live the Hostile Bid?

June 15, 2020 - With much of the world focused on the immediacy of the COVID-19 pandemic, including its heavy human and economic toll, we have cast our eyes optimistically on the (near, we hope) future when companies regain sufficient confidence to re-enter the public M&A market in large numbers. Although...

Supreme Court of Canada Rules in Nevsun Resources Ltd. v Araya

Feb. 28, 2020 - The Supreme Court of Canada has rendered its decision in Nevsun Resources Ltd. v Araya, stating that customary international law (CIL) norms are directly incorporated into Canadian law and that claims such as the ones advanced in this case may be considered by Canadian courts. The case...