Our Mergers & Acquisitions Group

BLG's Mergers & Acquisitions Group consists of over 130 lawyers who practice in this area, including securities law, competition, tax and other specialists, and members of our Corporate Commercial Group who deal with private M&A. Members of our Securities & Capital Markets Group focus on public M&A including take-over bids, amalgamations and mergers, plans of arrangement, reorganizations including income trust reorganizations, and spin-offs and sales. We represent all types of "players" in such transactions, including buyers, sellers, targets, investment bankers, boards of directors, special committees, commercial banks providing acquisition financing, merchant banks, institutional investors, buyout funds and arbitrageurs. BLG's M&A practitioners offer clients experience and expertise coupled with an unwavering commitment to achieve client objectives on a timely and efficient basis.

Services

We advise on negotiated and unsolicited M&A transactions effected by way of asset purchases and sales, take-over bids, arrangements, amalgamations, asset or securities distributions or divestitures, spin-offs or otherwise. Our mergers and acquisitions practitioners can draw on available business, corporate and securities law experience and expertise as well as other resources of the firm in areas such as antitrust and competition, employment and labour, IP and IT, environmental, litigation, pensions and benefits, and tax to form a team dedicated to servicing our clients' M&A needs.

Experience

Representative Transactions

Our recent Mergers & Acquisitions experience includes advising :

• Pan American Silver Corp. in connection with its proposed $1.5 billion acquisition of Minefinders Corp.
• Eldorado Gold Corporation in connection with its proposed $2.5 billion acquisition of European Goldfields.
• Western Financial Group Inc. in connection with its $443 million acquisition by Desjardins Financial Group, by way of a take-over bid.
• Bell Canada in connection with  its $40 million acquisition of Bell Aliant Regional Communications, Limited Partnership's xwave division
• Avoca Resources Limited in its US$2 billion merger with Anatolia Minerals Development Limited by way of Scheme of Arrangement (Canadian Counsel)
• Canadian Satellite Radio Investments Inc., the largest shareholder in Canadian Satellite Radio Holdings Inc. (carrying on business as XM Canada)  in XM Canada's $300 million acquisition of Sirius Canada Inc.  and concurrent refinancing transaction
• K+S Aktiengesellschaft in its $434 million acquisition of Potash One by way of takeover bid
• Kogas Canada Ltd., a wholly owned subsidiary of Korea Gas Corporation in connection with a $565 million farmout agreement with EnCana Corporation regarding 50% of Encana's working interest in certain British Columbia natural gas properties.
• Loblaw Companies Limited in its $225 million agreement to acquire T & T Supermarket Inc. for cash and preferred shares
• Toronto Hydro Corporation in its $200 million sale of Toronto Hydro Telecom Inc. to Cogeco Cable Canada Inc.
• Magma Energy Corp. in its $575 million acquisition of Plutonic Power Corporation by way of plan of arrangement
• PowerStream Inc. in its $800 million amalgamation with Barrie Hydro
• Corsa Capital in its US $34.6 million acquisition of Wilson Creek Energy LLC
• Queenston Mining Inc. in its $20.5 million acquisition of Vault Minerals Inc.
• Pan American Silver Corp. in connection with its $626 million acquisition of Aquiline Resources Inc.
• PBS Coals Corporation in its $1 billion acquisition by an affiliate of OAO Severstal Resources by way of takeover bid and in its earlier $820 million reverse takeover of Penfold Capital Acquisition Corporation
• Teck Cominco Limited in its acquisition of assets of Fording Canadian Coal Trust valued at $14 billion (as tax counsel)
• Western Energy Services Corp. in connection with its $66 million acquisition of Horizon Drilling Ltd. and its $26 million take-over bid for Cedar Creek Drilling Ltd.
• Voyager Energy Inc. in connection with its $40 million acquisition by Niko Resources
• CanElson Drilling in its $78 million acquisition of Eagle Drilling Services Ltd.
• CertainTeed Insulation Canada, Inc., in its $81 million acquisition of the assets of OFI Income Fund
• Compania Minera Carmen de Andacollo, in its $300 million sale of a royalty interest in the Andacollo mine to Royal Gold, Inc.

Our Services for Special Committees

Special committees, by their very nature, usually have a specific task to perform, often with particular sensitivities to deal with, such as conflicts of interest or hostile third parties. BLG’s leading expertise can assist a special committee in navigating the potential minefield of issues that can arise in these circumstances, including preserving privilege, ensuring the committee’s mandate has the appropriate scope, and making sure the correct process is followed. BLG has the experience and resources to assist a special committee to protect the integrity of its mandate and mitigate potential risks including litigation and other challenges to the special committee’s work. If the work of the special committee is challenged, BLG has the experience to counter any legal challenges to a special committee’s work, including appearing before all levels of courts, securities commissions, the competition bureau and other regulatory tribunals.

Our recent Special Committee experience includes advising:

• Far West Mining Ltd. in connection with its $725 million cash-and-share acquisition by Capstone Mining Corp.
• MI Developments in connection with the transaction proposed by certain Class A Shareholders and the Stronach Shareholders resulting in the elimination of the multiple voting share structure of MID and the transfer of certain assets, valued at approximately $675 million (US)
• Noranda Income Fund in connection with arrangements with its primary service supplier, considering financing and structural alternatives, reviewing a proposal by Xstrata and dealing with dissident shareholders
• TransGlobal Apartment REIT in connection with a related party transaction involving the acquisition of approximately $277 million of properties from a related party
• Matrikon Inc. in connection with an auction process resulting in the acquisition of Matrikon by Honeywell
• MI Developments in connection with considering proposals for the refinancing of Magna Entertainment Corporation the direction of the Chapter 11 filing by MEC and financing of and acquisitions as a result of such filing
• Medisys Health Group Income Fund in connection with its $48 million going private transaction by way of an insider bid
• Countryside Power Income Fund in connection with its $218 million acquisition by Fort Chicago Energy Partners
• The Trustees of the KCP Income Fund in connection with a review of strategic alternatives, sales process and completion of a $450 million transaction whereby it was sold to Caxton Iseman Capital Inc.
• VFC Inc. in connection with its $325 million take-over by The Toronto-Dominion Bank
• Regalito Copper Corp. in connection with its $151 million take-over by Pan Pacific Copper Co., Ltd.
• YMG Capital Management Inc. in connection with its $44.7 million acquisition by way of plan of arrangement by Fiera Capital Management and 4186125 Canada Inc.
• Extendicare Inc. in connection with its plan of arrangement transaction and spin off of Assisted Living Concepts Inc. and the conversion of Extendicare Inc. into a Canadian real estate investment trust
• Noranda Inc. in connection with its $2.5 billion take-over of Falconbridge Ltd.
• MI Developments in connection with a proposed insider bid by the Stronach shareholders