Mannarino Systems & Software Inc.

Acted for the shareholders of Mannarino Systems & Software Inc., a global leader in avionics for electric aircraft and drones and certified systems for the aerospace sector, with the sale of all of their issued and outstanding shares to Scalian SAS.

eStruxture Data Centers

Acted for eStruxture Data Centers, Canada’s leading data centre platform, in connection with Fengate Asset Management’s record-breaking C$1.8-billion investment transaction. This deal won Digital Infrastructure Acquisition of the Year at the IJInvestor Americas Awards 2024.

International Food Corporation

Acted for International Food Corporation (dba Bakery de France) and its shareholders in the sale of 50% of the issued and outstanding shares of International Food Corporation to La Lorraine Bakery Group.

ROBIC, LLP

Acting as counsel to partners of ROBIC, LLP, one of Canada's preeminent intellectual property firms, in connection with ROBIC’s business combination with IPH Limited.

Ecometrica Limited

Acted for the shareholders of Ecometrica Limited, a leading EHS and ESG software provider, in the sale of their 100% interest to EcoOnline UK Limited.

Numerix LLC

Acted as Canadian counsel to Genstar Capital-backed Numerix LLC, a leader in capital markets risk management technology, in its acquisition of all the issued and outstanding shares of FinancialCAD Corporation.

Smile CDR Inc.

Acted for Smile CDR Inc. (doing business as Smile Digital Health), a leading FHIR® health data fabric (HDF) and exchange solutions provider, in its approximately $30-million Series B funding round led by existing investors.

Trinity Industries, Inc.

Acted for Trinity Industries, Inc., in its acquisition of Holden America, a manufacturer of market-leading multilevel vehicle securement and protection systems, gravity-outlet gates and gate accessories for freight rail in North America, for an initial purchase price of US$70 million and an additional minimum of US$5 million per year for the next two years

Coriel Capital Inc.

Acting for Coriel Capital Inc., a women-owned ultra-high-net-worth wealth management firm based in Montreal, in its sale to CI Financial Group.

Ingeniarts Technologies Inc.

Acted for Ingeniarts Technologies Inc., operating as UgoWork, in its C$22.8-million series B financing from investors such as Fonds de solidarité des travailleurs du Québec (F.T.Q.), Export Development Canada, Capital régional et coopératif Desjardins and Investissement Québec.

IDEXX Laboratories, Inc.

Acted for IDEXX Laboratories, Inc., a leader in the design, development and marketing of diagnostic test instruments to monitor animal health and analyze dairy products and water, in its acquisition of the assets of Pathogen Detection Systems, Inc.

KKR

Acted as Canadian counsel to KKR, a leading global investment firm, in its equity investment in connection with the strategic merger of 123Dentist with Altima Dental and Lapointe Group. The merger creates one of the largest dental support organizations in Canada, with nearly 350 supported dental practices.

Logiciels Metrio Inc.

Acted for Logiciels Metrio Inc., a Montréal-based ESG reporting and analytics firm, in its sale to Nasdaq, Inc., a global technology company.

Claridge Inc.

Acted for Claridge Food Group in its C$40-million investment in WeCook Meals, the leading ready-to-eat food processor in Québec and Ontario.

Resolute Forest Products

Acted for affiliates of Resolute Forest Products Inc. in their sale of the international bridge linking Fort Frances, Ontario and International Falls, Minnesota to Aazhogan Limited Partnership, a joint venture between Rainy River First Nations and the BMI Group.

Explorance Inc.

Acted for Explorance Inc. in connection with the investment by Investissement Québec.

Bentley Systems, Incorporated

Acted for Bentley Systems, Incorporated in its acquisition of Canadian software company Minalytix Inc., the developer of the MX Deposit mining software.

Smile CDR Inc.

Acted for Smile CDR Inc. in a Series A financing round, raising US$20 million to further develop Smile CDR's health data storage and integration platform.

Bentley Systems, Incorporated

Acted for Bentley Systems, Incorporated, in its acquisition of Seequent Holdings Limited, a global leader in 3D modelling software for the geosciences, for US$1.05 billion.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in its $800-million sale to NL1 AcquireCo Inc., an entity created by funds managed by FFL Partners, LLC, a San Francisco-based private equity firm, Caisse de dépôt et placement du Québec and the Dr. H. Doug Barnes Family.

Fody Food Co. Inc.

Acted for Fody Food Co. Inc., a Montreal-based company specializing in the production of food products that promote digestive health, in an equity investment round led by District Ventures Capital, Export Development Canada and New Acres Capital.

New Look Vision Group Inc.

Acting for New Look Vision Group Inc. and New Look (Delaware) Corporation in the acquisition of Luxury Optical Holdings, one of the largest retailers of ultra-luxury glass frames, sunglasses and other eyewear throughout the United States. 

Foundation Building Materials, Inc. and Lone Star Funds

Acted for Foundation Building Materials, Inc. (FBM) and Lone Star Funds (LSF) in the US$1.37-billion acquisition of all outstanding FBM shares by an affiliate of American Securities LLC.

Equinoxe Virtual Clinic Corp.

Acted for Equinoxe Virtual Clinic Corp., a leading Canadian virtual care provider, in the sale of all of its issued and outstanding shares to Right-Health Inc., a subsidiary of TELUS Corporation and the owner and operator of the Akira virtual care platform.

Esarbee Investments Canada Ltd.

Acted for Esarbee Investments Canada Ltd. in a private placement transaction involving Califia Farms, LLC.

iNovia Capital Inc.

Acted for iNovia Capital Inc., WestCap, BDC Capital Inc., Investissement Québec and CDP Investissements Inc. in connection with Hopper Inc.'s Series E-1 financing round of an aggregate value of US$65 million with iNovia Growth Fund, L.P. and iNovia Growth Fund-A, L.P., WestCap Hopper, LLC, BDC Capital Inc., Investissement Québec, CDP Investissements Inc., OMERS Ventures III, LP and Accomplice Fund II, L.P.

PSP Investments

Acted for PSP Investments in its strategic investment in SitusAMC, the leading provider of services and technology supporting the real estate finance industry.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in the negotiation of a supply and marketing agreement with Debiopharm Research & Manufacturing SA for the relaunch and commercialization of Trelstar in Canada.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. (licensor) in establishing with Onconova Therapeutics, Inc. a distribution, licensing and supply agreement for the exclusive rights to commercialize rigosertib in Canada.

Honeywell Venture Capital LLC

Acted for Honeywell Venture Capital LLC, one of the lead investors in a $25-million series B funding round by Attabotics, a robotics supply chain company based in Calgary.

Resolute FP Canada Inc.

Acted for Resolute FP Canada Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its non-operational pulp and paper mill in Fort Frances, Ontario, to 2670568 Ontario Limited, a subsidiary of Riversedge Developments Inc.

Iris, Le Groupe Visuel (1990) Inc.

Acted for Iris, Le Groupe Visuel (1990) Inc., the optometric division of New Look Vision Group Inc., in its acquisition of substantially all of the assets of the Darryl Sher group, which operates six retail optical clinics in Southern Ontario: Toronto, Owen Sound, Midland, Alliston, Angus and Bracebridge.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. in its US$5-million secured bridge loan to Triumvira Immunologics Inc. (Triumvira) to accelerate product development and the negotiation of an exclusive licence to commercialize Triumvira's future approved products for Canada, Israel, Mexico and Colombia.

New Look Vision Group

Acting for New Look Vision Group in its acquisition of substantially all of the assets of Miami-based Coco Lunette Holding, LLC, which carries on business principally under the Edward Beiner banner, a retailer known for its unique and original designer eyewear, with a strong presence in key premium markets across 12 locations in Florida.

Claridge Inc.

Acted for Claridge Inc. in its strategic partnership with Champlain Financial Corporation to support the acquisition of Captain Dan's Seafood by The Champlain Seafood platform.

Claridge Inc.

Acted for Claridge Inc. in its strategic partnership with 49th Parallel Roasters Inc., a British Columbia based specialty grade coffee company.

Bentley Systems, Incorporated

Acted for Bentley Systems, Incorporated, a leading global provider of comprehensive infrastructure software solutions, in its acquisition of AIworx Inc., a Québec City based provider of machine learning and Internet of Things technologies and services.

Resolute Forest Products

Acted for Fibrek Recycling US Inc., a subsidiary of Resolute Forest Products Inc., in the sale of its recycled bleached kraft pulp mill in Fairmont, West Virginia to ND Fairmont LLC, a subsidiary of Nine Dragons Paper (Holdings) Limited.

Altus Formulation Inc.

Acted for Altus Formulation Inc., in various matters, including pertaining to the exclusive licensing and commercialization of the Flexitab Product Portfolio by Searchlight Pharma Inc.

Foundation Building Materials, LLC

Acted as Canadian counsel for Foundation Building Materials, LLC (FBM) in the sale of its mechanical insulation segment to Dunes Point Capital.

PelicanCorp Pty Ltd.

Acted as counsel to Australia-based PelicanCorp in its acquisition of TelDig Inc., a Québec-based provider of damage-prevention software solutions doing business across Canada and the United States.

Explorance Inc.

Acted for Explorance in its acquisition, as well as the financing of the acquisition, from Gartner, Inc., of Metrics That Matter, a leading provider of learning and development data and analytics solutions for the corporate market.

CHAMP Private Equity Pty. Limited

Acted as Canadian counsel for CHAMP Private Equity Pty. Limited in its acquisition of Cell Care and its subsidiary Insception Biosciences Inc., a consumer health company with operations across Australia and Canada that collects, processes and stores umbilical cord stem cells.

Knight Therapeutics Inc.

Acted for Knight Therapeutics Inc. (Knight) in a Distribution, License and Supply Agreement with Jaguar Health, Inc. 
 

GAEA Grand Holdings Limited

Acted for GAEA Grand Holdings Limited, a leading global interactive entertainment company, in its investment in Behaviour Interactive Inc.

eStruxture Holdings Inc.

Acted for eStruxture Data Centers in its acquisition of Backbone Datavault, a Vancouver-based colocation provider, by way of an asset purchase.

Plusgrade L.P.

Acting regularly for Plusgrade L.P., an innovative travel technology company providing ancillary revenue opportunities to the travel industry, in connection with its SaaS and other agreements with the travel industry, including with multiple airlines.

Pharmaceutical Company

Acting for a pharmaceutical company in responding to cybersecurity incidents, including an incident caused by a third-party supplier.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in its $120-million acquisition, by way of plan of arrangement, of Iris, le groupe visuel (1990) Inc., which has a network of 147 retail locations across Québec, British Columbia, Alberta, Ontario and New Brunswick. The purchase was financed through various arrangements, including an increase of New Look's senior secured term facility with its bank syndicate, a new junior unsecured debt facility and an equity private placement.

Claridge Inc.

Acted for Claridge Inc. in connection with its sale to C.H. Guenther & Son, Inc. of Les Plats du Chef, a Canada-based frozen meal and snack business.

Alstom Transport Canada Inc.

Acted for Alstom Transport Canada Inc. in connection with the supply of light rail vehicles for the Greater Toronto and Hamilton Area, to Metrolinx, an agency of the Government of Ontario, for a value of $529 million.

Vista Equity Partners III, LLC

Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, Inc., a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

New Look Vision Group Inc.

Acted for New Look Vision Group Inc. in connection with its acquisition of retail optical outlets.

Royal Greenland Seafood A/S

Acted for Royal Greenland Seafood A/S in connection with its investment in Canadian seafood producer Quin-Sea Fisheries Limited.

Claridge Inc.

Acted for Claridge Inc. in connection with the sale of La Terra Fina to HP Hood LLC.

Vet Venture Capital Inc.

Acted for Vet Venture Capital Inc. in connection with its $3 million investment in Prevtec Microbia Inc.

Selex Sistemi Integrati S.P.A.

Acted for Selex ES Ltd, a subsidiary of Leonardo S.p.A. in connection with its acquisition of TTI Tactical Technologies Inc., a developer and service provider of electronic warfare simulation software for the international electronic warfare market.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition by Endo Health Solutions Inc. in a stock and cash transaction valued at approximately $3 billion.

Artmetco Inc.

Acted in connection with the sale of Artmetco Inc., a manufacturer specialized in metal fabrication, based in St. Laurent, Québec, with operations in China.

Vista Equity Partners III

Acted as Canadian counsel for Vista Equity Partners in connection with its acquisition of Qualcomm Inc.'s North and Latin American transportation and logistics business, Omnitracs Inc., for US$800 million.

BELLUS Health Inc.

Acted for BELLUS Health Inc. in connection with its partnership with AmorChem to develop drug candidates for AL Amyloidosis.

BELLUS Health Inc.

Acted for BELLUS Heath Inc. in connection with the out-licensing of its rights to VIVIMIND and BLU8499 to FB Health S.p.A.

Amcor Limited

Acted for Amcor Limited in connection with its US$114.8-million acquisition of AGI-Shorewood's tobacco packaging operations in China, Mexico, South Korea and the United States. This deal was selected as Corporate/Strategic Acquisition of the Year (Over $100mm to $1 Billion) in 2013 by The M&A Advisor.

RONA inc.

Acted for the special committee of independent directors of RONA inc. with respect to the non-binding and non-solicited acquisition proposal RONA inc. received from Lowe's Companies, Inc.

Thrasos Innovation, Inc.

Acted for Thrasos Therapeutics in connection with its US$35-million venture capital financing for the development of its lead product candidate for the treatment of acute kidney injury.

Dassault Systèmes SE

Acted for Dassault Systèmes SE in connection with its acquisition of the shares of Gemcom Software International Inc., a geological modeling and simulation company which is a world leader in mining industry software solutions with operations in 13 jurisdictions around the world, for approximately US$360 million.

Paladin Labs

Acted for Paladin Labs in connection with its strategic partnership with South Africa's Litha Healthcare Group, whereby Paladin merged its South Africa based Pharmaplan subsidiary with Litha. Paladin became Litha's largest shareholder.

Khosla Ventures

Acted as Canadian counsel for Khosla Ventures in its investment in WP Technology Inc., the owner of Wattpad.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its unsolicited takeover bid for Afexa Life Sciences Inc.

Jesta Capital Group

Acted for Jesta Capital Group in connection with its acquisition of the Fox Mobile Group, the wireless entertainment division of News Corporation.

Power Energy Corporation

Acted for Power Energy Corporation, a subsidiary of Power Corporation, in connection with its investment in Potentia Solar Inc., an independent power producer in Ontario generating electricity through solar-powered energy systems. The other shareholders of Potentia Solar Inc. are MKB Solar Rooftops Inc., an affiliate of MacKinnon, Bennett & Co. and Conundrum Capital Group.

Huntsman Gay Global Capital, LLC

Acted for Huntsman Gay Global Capital, LLC, a leading US private equity fund, in connection with its acquisition of a 70% interest in iCongo, Inc.

Resonant Medical Inc.

Acted for the majority shareholders of Resonant Medical Inc. (RMI) in the acquisition of RMI by Elekta AB.

CryoCath Technologies Inc.

Acted for CryoCath Technologies Inc., a medical device company, in its sale to Medtronic, Inc. by way of a negotiated takeover bid valued at US$400 million.

Velan Inc.

Acted for Velan Inc. in the sale of its 50% interest in valve manufacturer Velan S.r.l. to BPS S.r.l. in a transaction valued at $44 million.

Paladin Labs Inc.

Acted for Paladin Labs Inc. in connection with its acquisition of ViRexx Medical Corp. The transaction was achieved by way of a proposal to creditors and reorganization of share capital pursuant to the Bankruptcy and Insolvency Act and the Alberta Business Corporations Act.

Epicor Software Corporation

Acted as Canadian counsel for Epicor Software Corporation in its acquisition of NSB Retail Systems plc by way of a UK scheme of arrangement for $322 million.

St. Lawrence Cement Group Inc.

Acted for St. Lawrence Cement Group Inc. in connection with the $630-million acquisition of St. Lawrence Cement by way of a takeover bid by its controlling shareholder, Holcim Ltd.

Cryocath Technologies Inc.

Acted for CryoCath Technologies Inc. in the sale of its surgical business to ATS Medical.

MethylGene Inc.

Acted for MethylGene Inc. in a $20.1-million bought deal public offering of common shares.

La Senza Corporation

Acted for La Senza Corporation in the negotiated takeover bid by Limited Brands, Inc. valued at $710 million.

Hydro-Québec International Inc.

Acted for Hydro-Québec International Inc. and Fonds de solidarité des travailleurs du Québec in the sale of their indirect interest in Empresa de Generación Eléctrica Fortuna, S.A., the owner of the largest hydro electricity generating facility in Panama, to Enel Latin America LLC in a transaction valued at US$150 million.

Blue Tree Wireless Data Inc.

Acted for Blue Tree Wireless Data Inc. on a rights offering.

Chair, American Bar Association, Business Law Fall Meeting 2024, “Secondaries: Here they are again. Topics to consider in a cross-border setting”; San Diego, CA

Sept. 13, 2024

2024 ClimateTech Innovation Forum, “State of the VC and M&A Market”; Montréal

Apr. 11, 2024

Co-Chair, American Bar Association, Business Law Spring Meeting 2024, “Fiduciary Duties of Directors and Board Observers of Private Equity Portfolio Companies: Best Practices and Common Pitfalls”; Orlando, FL

Apr. 05, 2024

Technology M&A 2024, Canada chapter, co-author

Oct. 31, 2023 - Panoramic (Lexology)
Download the chapter.

American Bar Association, Business Law Fall Meeting, “Private Equity and ESG – Practical Considerations for Cross-Border Transactions”; September 7-9, 2023; Chicago, IL

Sept. 08, 2023

Moderator, American Bar Association, 2023 ABA Business Law Section Hybrid Spring Meeting, “ESG Considerations for PE Investments”; Seattle, WA

Apr. 27, 2023

Technology M&A 2023, Canada chapter, co-author

Feb. 21, 2023 - Getting the Deal Through (Lexology)
Download the chapter.

American Bar Association, Business Law Hybrid Spring Meeting, “The Changing Landscape of the Controls Being Sought by PE and VC Investors”; March 31-April 2, 2022; Atlanta, GA

Mar. 31, 2022

Chair, American Bar Association, Business Law Virtual Spring Meeting, “2021 State of the Trends in the Private Equity and Venture Capital Market: How Things Changed in 2020 and an Outlook”; April 19-23, 2021; Webinar

Apr. 21, 2021

2021 Global Venture Capital Guide – Canada Chapter, co-author

Jan. 21, 2021 - World Law Group
Download this article.

American Bar Association, Business Law Section 2020 Virtual Annual Meeting, “M&A for the Venture Capital–Backed Life Science Company”; Webinar

Sept. 23, 2020

The Times They Are A Changin’ Canadian Privacy Law in the Private Sector

Sept. 18, 2020 - When privacy laws for the private sector were in their infancy in Canada, more than 20 years ago, there was no Internet of Things, Facebook was FaceMash and limited to the Harvard campus, and Google was a toddler. In 2020 there are on average 4 billion Google searches a day, Facebook has more than...

American Bar Association, Business Law Section, “Distressed Private Equity and Other Opportunistic Transactionsˮ; Webinar

June 03, 2020

Chair, American Bar Association, Business Law Section Annual Meeting, “Staying Private Longer: Why Go Public?”; Washington, D.C.

Sept. 13, 2019

American Bar Association, Private Equity and M&A Subcommittee, “Canadian and U.S. Cross-Border Private Equity Panel Discussion”; Vancouver, BC

Mar. 29, 2019

New York State Bar Association, International Section, “Artificial Intelligence and Cybersecurity in the M&A Industry”; Montréal, QC

Oct. 25, 2018

Elliot Greenstone Speaks to Les Affaires About New and Emerging Business Sectors in Québec

Sept. 27, 2018 - In an article published recently in Les Affaires (in French), Davies partner Elliot Greenstone shares his insights on how a firm like Davies can best serve clients in innovative business sectors emerging in Québec. According to Elliot, keeping current requires not only being ready to...

Rewards Programs May Be Covered by Québec Consumer Protection Legislation

Mar. 06, 2017 - On February 22, 2017, Bill 791: An Act to amend the Consumer Protection Act in order to regulate rewards program contracts (Proposed Amendment) was introduced as a private member’s bill in the Québec National Assembly. The Proposed Amendment extends the scope of the Québec Consumer...

Amendments to English Signage Requirements in Québec

Dec. 01, 2016 - On November 24, 2016, the Regulation to amend the Regulation respecting the language of commerce and business (Rules) came into force. The Rules come in the wake of Québec (Procureure générale) v Magasins Best Buy ltée. In Best Buy, the Québec Court of Appeal ruled that...

Digital Privacy Act

July 02, 2015 - On June 18, 2015, the Digital Privacy Act (Act) came into effect, amending the Personal Information Protection and Electronic Documents Act (PIPEDA) and implementing significant amendments to the private sector privacy regime. The amendments include the expansion of the Privacy...