Mergers and Acquisitions

Overview

Services

• Tax and corporate structures
• Arrangements, reorganizations, and restructuring
• Investment funds
• Foreign investments
• Competition and anti-trust laws
• Strategic advice to SMEs
• Shareholders and investors agreements
• Limited partnerships
• Commercial partnerships
• Business transfer planning
• Venture capital and equity financing
• Joint ventures and strategic alliances
• Distribution, franchise, supply, licensing, and outsourcing agreements
• Advice and support to international law firms
• Advice to boards of directors, executives, and shareholders

Representative mandates

• Represented Aluminerie Alouette Inc., manager of Aluminerie Alouette de Sept-Îles (investors: Rio Tinto Alcan, Hydro Aluminium, Austria Metall, Marubeni, and SGF) in all aspects of the construction, financing, and operation of an aluminum smelter, including its energy supply contract with Hydro-Québec and also the possibility of building a cogeneration plant, job creation (creation of a REIF and investments in local businesses), as well as implementing R&D and technology transfer agreements
• Represented Black Diamond Capital Management LLC (BD White Birch Investment LLC), White Birch Paper Canada Company, and its affiliates in the acquisition and financing of the assets of White Birch group companies through a plan of arrangement. The plan of arrangement raised many legal issues, required several appearances before Canadian and U.S. courts, and involved many parties (unions, non-unionized employees, government authorities, etc)
• Represented Camoplast Solideal Inc. in the sale of its thermoplastics division to the company’s managers, supported by Desjardins Venture Capital. The division in question operates plants in Quebec and the United States
• Sale of Chemical Computing Group Inc., a producer of molecular modelling software, to a subsidiary of Novacap Technologies III
• Acted as counsel to Club Eolectric in the acquisition of 49% of the Érable wind farm owned by Éoliennes de l'Érable Inc., an entity affiliated with  Enerfin Sociedad de Energia, S.A
• Sale of substantially all of the assets of Demilec Inc. to a group of companies controlled by Sun Capital Partners, Inc., an investment fund headquartered in Florida. Demilec Inc. operates in Canada and the United States, developing, manufacturing, and distributing polyurethane spray foam insulation systems and other polyurethane-based specialty products for residential and commercial use.
• Acted as counsel to GDI Integrated Facility Services in their restructuring through a plan of arrangement,  the listing of the company’s securities on the Toronto Stock Exchange, and the prospectus distribution of subordinate voting shares for gross proceeds of more than $161 million
• Acted as counsel to Héroux-Devtek Inc. and its subsidiaries HDI Holdings UK Limited and Héroux Corp. in (i) the February 2014 acquisition by a subsidiary of Héroux-Devtek Inc. of the shares of UK-based APPH Limited and U.S.-based APPH Wichita, Inc., at a cost of approximately US$124 million and (ii) increasing to $200 million the syndicated loans granted to Héroux-Devtek and the securities granted by the corporations thus acquired.
• Acted as Québec counsel to Omers Private Equity Inc. in the privatization of Logibec Groupe Informatique ltée by OPE LGI Inc., through a takeover bid. OPE LGI Inc. is the acquisition company established by OMERS, the private equity arm of OMERS Worldwide group of companies, and in which Société générale de financement du Québec has agreed to make a minority equity commitment. This transaction involved issues related to securities regulations governing privatization, including several aspects of employment and administrative law.

Our professionals

To skilfully handle all aspects of each transaction, the professionals in our Mergers and Acquisitions  group combine their expertise with that of lawyers in other practice areas such as taxation, financial services, real estate, environmental law, labour law, pension plans, intellectual property, technology, competition, and antitrust.