Mergers and Acquisitions
Miller Thomson’s Mergers and Acquisitions Group consists of lawyers who provide clients with extensive “on the ground” knowledge and experience in the complex area of M&A from the firm’s eleven offices across Canada. Our multi-jurisdictional and multi-disciplinary team of lawyers provides advice on all types of M&A transactions, from inception to post-closing integration. Members have expertise in domestic and international M&A deals, and an in-depth knowledge of key industry sectors, including Mining, Oil and Gas, Manufacturing, Automotive, Technology, E-commerce, CleanTech, Telecommunications, Banking and Financial Services, Insurance, Real Estate, Transportation, Hospitality, and Health Care and Life Sciences, among others. Clients are also assured of practical advice that is the result of our team’s comprehensive understanding of Canada’s unique legislative and regulatory landscape and strong relationships with regulators.
Our M&A client base is diverse and includes major domestic and international corporations as well as entrepreneurs and emerging companies, financial institutions, governmental entities, public companies, privately held companies, private equity firms, controlling shareholders, management buy-out groups, boards of directors and special committees.
Clients benefit from our focused and strategic approach that begins with first fully understanding their business objectives and needs, and from there, successfully identifying and allocating risk, and structuring, negotiating and efficiently completing the M&A transaction. This approach is applied to deals of all sizes and complexity. Every retainer is handled with the same commitment to excellence and with a view to devising innovative deal and taxation structures that will meet the specific needs of each business.
Critical to the success of any M&A endeavour is specialized knowledge of the complex and varied legal and regulatory issues that arise in such transactions. Our M&A Group draws on the firm’s expertise in tax, competition/antitrust, foreign investment review, financing, pensions and benefits, employment and labour, intellectual property, real estate, environmental, business immigration, government relations, international trade and customs and First Nations consultation. Where required, we can provide extensive restructuring and insolvency experience to address the specific challenges faced by distressed targets. Clients can also rely on Miller Thomson’s litigation team to attend to any securities litigation matters or regulatory hearings that may arise in hostile situations.
Miller Thomson's Public M&A and Private M&A lawyers assist clients by providing strategic and comprehensive advice from the earliest stages of a transaction right through to post-closing matters, and provide solutions-driven transactional services in a cost-efficient and innovative manner to achieve our client’s objectives.
Our mandates include privately negotiated purchases of shares or assets, as well as public company mergers and acquisitions completed by way of take-over bids, amalgamations and plans of arrangement.
Recent Miller Thomson M&A transactions include acting as counsel for:
- Inter-Citic Minerals, a TSX listed gold exploration and development company with its assets in China, in connection with a strategic auction resulting in a $250 million acquisition of all of its shares by Western Mining Group, a Chinese state owned mining company, by way of a plan of arrangement.
- Rakuten, Inc., a Japanese public company and one of the world's top three e-commerce companies, in the acquisition of all the issued and outstanding shares of Kobo Inc. for US $315 million. The deal closed following receipt of approval from the Minister of Canadian Heritage and Official Languages.
- The special committee of the boards of directors of the VenGrowth Funds in connection with a strategic auction resulting in a $400 million merger with Covington and the successful defence of a hostile proxy contest by GrowthWorks designed to block the merger with Covington, including a successful application before the Ontario Securities Commission to cease trade the initial solicitation of proxies by GrowthWorks.
- The special committee of the board of directors of Economical Mutual Insurance Company in connection with a hostile proxy contest for control of the Economical Board related to the proposed demutualization of Economical.
- The special committee of the board of directors of Economical Mutual Insurance Company in connection with an ongoing dual track process to demutualize involving a search for a demutualization sponsor and a proposed IPO.
- The special committee of the board of directors of The Homewood Corporation in connection with an unsolicited takeover bid by Callisto Capital and a white knight supported bid for $135 million by Schlegel Health Care.
- The acquiror in a cross-border unsolicited bid for an interlisted uranium and nickel mining company.
- An interested party in the $2.3 billion acquisition of Alliance Atlantis Communications Inc. by CanWest Global Communications Corp. by way of plan of arrangement.
- NorthWest Healthcare REIT in connection with the acquisition of limited partnerships from GT Canada REIT containing 12 medical office facilities in Ontario.
- Pinnacle International Lands, Inc. in its acquisition of Lorus Therapeutics Inc. by way of plan of arrangement.
- The board of directors of an integrated oil sands corporation, and its special committee, in connection with a $700 million transaction.
- The special committee of the board of directors of a transportation company in connection with a review of its strategic options and approaches by a number of potential acquirors.
- Hologic, Inc., a leading manufacturer and marketer of medical devices, in connection with its $85 million (plus a two year earn out) acquisition of Sentinelle Medical Inc. by way of plan of arrangement.
- Inter-Citic Minerals (a TSX listed company) in connection with a 19% strategic investment by Zijin Mining (a Chinese gold mining company), and a related voting trust, standstill and pre-emptive right agreements.
- Caldwell Partners International in its reorganization from a dual class share structure to single-voting (common) shares, substitutional listing on the TSX and subsequent shareholder rights plan.
- A control block holder in connection with a plan of arrangement relating to the $1.54 billion investment by Russian Machines in Magna International Inc.
- The financial advisor to Somerset Entertainment Income Trust in its acquisition by Fluid Music of Canada by way of take - over bid for $53 million.
- The financial advisor to Matrikon Inc in its acquisition by Honeywell Canada by way of amalgamation squeeze out for $145 million.
- The financial advisor to Sceptre Investment Counsel Inc ($7.5 billion in assets under management) in its business combination with Fiera Capital Inc ($22.5 billion in assets under management) by way of plan of arrangement.
- The financial advisor to Arius Research Inc. in connection with its $191 million acquisition by Roche by way of plan of arrangement.
- The financial advisor to Pulse Data Inc., the target of a $120 million unsolicited takeover bid by Seitel, Inc.
- The financial advisor to Aurelian Resources Inc., the target of a share exchange takeover bid by Kinross Gold Corporation.
- The financial advisor to Lundin Mining Corporation in connection with its $932 million acquisition of Rio Narcea Gold Mines Ltd.
- The financial advisor to Palmarejo Silver and Gold Corporation in connection with its $1.1 billion acquisition by Coeur d’Alene by way of plan of arrangement .
- Royal Bank of Scotland as lender to SSAB Svenskt Stal AB in connection with its $7.6 billion acquisition of IPSCO Inc. by way of plan of arrangement.
- The financial advisor to East Asia Minerals Corporation in connection with the $83 million sale of its Mongolian subsidiary to Areva NC.
- A principal shareholder in connection with the sale of an $80 million control block of Softchoice Corporation.
- Hazmasters Inc., a national distribution company providing products and services for safe working environments, in connection with its sale to Trivest Partners LP, a US-based private equity fund.
- A U.S. private equity firm in the sale of its $105 million ownership interest in Convedia Corporation to RadiSys Corporation by way of plan of arrangement.
- A U.S. private equity firm in a cross-border acquisition of a water valve manufacturing division of a U.S. public company.
- A U.S. venture capital group in its investment in a Canadian software company and a related marketing agreement.
- A Canadian private equity firm in connection with the creation of a cross-border fund.
- A U.S. venture capital firm in its investment in a U.S. technology company with an operating subsidiary in Canada including the structuring of a capital and governance structure that preserves the rights of the U.S. investors and ensures the Canadian entity becomes a Canadian controlled private corporation.
- A corporation controlled by a Canadian private equity firm in connection with the acquisition of several Canadian water and waste water transfer stations.
- Caisse de dépôt et placement du Québec in connection with a $50 million investment in Hydro Solution.
- Caisse de dépôt et placement du Québec in connection with its investment in Recherche Immunotec.
- Dyno Nobel in connection with a $50 million acquisition of seven entities in the drilling and controlled blasting markets in Canada.
- Assystem Brime in a $30 million purchase of consulting businesses and reorganization of a group of companies.
- Algorithme Pharma and its shareholders in the acquisition by Kilmer Capital Partners Ltd. of a majority of its shares.
- A major health service provider in connection with the acquisitions of an elder care service provider in B.C. and a rehabilitation services provider in Ontario.
- PCT International in connection with the acquisition of Think Broadband Solutions from WI-LAN Inc.
- Arthur J. Gallagher & Co., an international risk management and insurance brokerage business, in connection with the acquisition of Lowndes Lambert Group Canada Ltd.
- Purchasers in connection with a series of acquisitions of Ontario insurance brokerages.
- Bluetree Direct Inc. in connection with its sale to Pitney Bowes of Canada Ltd.
- Extended Stay Hotels Inc. in connection with the acquisitions of The Aristocrat Hotel, The Stanford Hotel and Dodge Hotel Suites.
- A hedge fund in connection with the acquisition of an investment fund management company.
- Halton Healthcare in connection with the acquisition of Georgetown Hospital from William Osler Health Centre.
- Haldimand County in connection with its proposed sale of Haldimand County Hydro.
- Weyerhaueser Corporation Limited in connection with the disposition of the Sturgeon Falls Power Facility.