Canadian Deals

Laura King

Corporate Counsel

2012-02-01 00:00:00.0

TD Bank

MBNA Canada

TD Bank Financial Group has already made bold moves to attract and keep customers: It operates longer on weekdays and Saturdays than most banks, and is open on Sundays. Now it's boosting its presence in the consumer credit card sector with the $8.43 billion acquisition of MBNA Canada's credit card business from Bank of America Corporation.

BofA bought MBNA's credit card business in 2006, but has been selling off units as it transitions out of the international credit card business. MBNA Canada is the largest issuer of MasterCard in Canada. The acquisition of the MBNA portfolio will add 1.8 million active MasterCard accounts to TD Bank's existing 4 million Visa accounts, positioning the bank as a top card issuer in Canada. The deal was announced August 15 and is expected to close in the first quarter of 2012.

For acquiror TD Bank Financial Group (Toronto)

In-House:

Executive vice president, general counsel, and secretary Christopher Montague.

Torys:

M&A: Jim Hong, Richard Willoughby, Thomas Yeo, and associates Huw Evans, Eli Monas, Yinka Olusoga, and Paulina Taneva. Financial services/Regulatory: Blair Keefe and associate Peter Aziz. Competition: Jay Holsten. Information technology: Daniel Logan and Ebad Rahman. Intellectual property: Conor McCourt. Securitization: Michael Feldman. Litigation: Wendy Matheson. Pensions: Mitch Frazer and associate Reesha Hosein. Tax: Andrew Wong and associates Saira Bhojani and Leila Ross. Real estate: Sabrina Gherbaz. Environmental: Michael Fortier. (They are in Toronto.)

For seller Bank of America Corporation (Charlotte) and target MBNA Canada (Ottawa)

In-House:

At BofA: assistant general counsel George Walls. At MBNA: legal counsel and corporate secretary Leigh Ann Kirby and legal counsel Hugh Hospodar.

Blake, Cassels & Graydon:

M&A: Carlos Cerqueira, Greg Frenette, Jake Gilbert, and asso­ciate Tom Rowe. Financial services/Regulatory: John Teolis and asso­ciate Bonny Murray. Securitization: Stephen Ashbourne. Pensions and benefits: Kathryn Bush. Information technology: Christine Ing, Parna Sabet-Stephenson, and asso­ciate David Feldman. Intellectual property: Sheldon Burshtein and Gary Daniel. Employment: Andrea York. Insurance: Paul Belanger. Tax: Allan Gelkopf, Robert Kreklewich, and associate Jeffrey Shafer. (All are in Toronto.)

—Laura King

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Minimetals

Anvil Mining

A Chinese company is going to Africa by way of Canada. Minmetals Resources Limited announced on September 29 that it had reached a friendly deal with Anvil Mining Limited, a Canadian-listed company headquartered in Perth, Australia. Anvil has operations in the Democratic Republic of Congo. If the $1.3 billion acquisition goes through, it would be Minmetals's first foray into Africa, adding to existing operations in Australia and Laos that produce zinc, copper, and lead. It would also increase Minmetals's copper production by 70 percent, balancing its zinc-dominated portfolio.

The deal was announced just five months after Minmetals was outbid for Equinox Minerals Limited, a Toronto-based copper miner. Minmetals's unsolicited $6.24 billion offer for Equinox was topped by $1 billion by Barrick Gold Corporation, the world's largest gold producer. Headquartered in Melbourne, Minmetals is listed on the Hong Kong Stock ­Exchange and controlled by China Minmetals Corporation.

Any bid to buy Anvil would need approval from its 39 percent shareholder, Trafigura Beheer BV, the world's second-largest metals trader behind Glencore International plc of Baar, Switzerland. Minmetals has a lockup agreement with directors, senior officers, and Trafigura to tender 40 percent of the total shares to the offer.

The deal requires two-thirds support from Anvil shareholders and is not conditional on financing. Anvil will pay a $53 million breakup fee if the acquisition falls through under certain circumstances; Minmetals will pay a reverse break fee of $20 million.

At press time Minmetals had extended its offer to January 11.

For acquiror Minmetals Resources Limited (Melbourne)

In-House:

General counsel Nick Myers and group counsel Leigh Mollison and Allison Purdey.

Davies Ward Phillips & Vineberg:

M&A: Lisa Damiani, Jennifer Grossklaus, Kevin Thomson, and associate Gilles Comeau. Competition: Mark Katz. (All are in Toronto.) Davies has worked with the senior management team of Minmetals Resources for the last several years in connection with various North American M&A opportunities, including the unsolicited $6.3 billion takeover bid for Equinox earlier this year. Davies worked with that team when its members ran Zinifex Resources.

Freehills:

Mining: John Tivey and senior associate Jonathan Li. Banking and financing: Daniel Brealey and senior associate Martin McDonald. (They are in Melbourne.)

Linklaters:

Corporate: Christopher Kelly and associate Craig Dally. (They are in Hong Kong.)

For target Anvil Mining Limited (Perth, Australia)

Clayton Utz:

Corporate: Gary Berson and Matthew Johnson. (They are in Perth.)

Lawson Lundell:

Corporate and securities: Gordon Chambers, John Christian, and Jane Murdoch. Corporate: Karen MacMillan and associate Justin Young. Tax: Len Glass. (All are in Vancouver.)

For Anvil special committee of independent directors

Cassels Brock & Blackwell: Securities/Mining law:

Paul Stein and associates Jay King and Andrea Rigobon. (They are in Toronto.)

For shareholder Trafigura Beheer BV (Amsterdam)

Stikeman Elliott:

Stuart Olley. (He is in Calgary.) The firm has advised Trafigura Beheer on other transactions including the acquisition of Matrix Crude Oil Marketing in 2005, the disposition of Compania Minera Condestable S.A. in 2008, and an initial equity investment in Anvil and an associated $100 million project finance facility in 2009.

—L.K.

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Berkshire/Omers

Husky International

On June 30 Onex Corporation and its affiliates announced the completion of an agreement to sell Husky International Ltd. to Berkshire Partners LLC and OMERS Private Equity Inc. for $2.1 billion.

Husky International is a global supplier of injection molding equipment and services to the plastics industry. It has more than 40 service and sales offices that support customers in more than 100 countries. Husky's manufacturing facilities are in Canada, the United States, Luxembourg, and China. Demand for Husky's products and services is driven by growth in the beverage packaging market. Members of Husky's management team are significant investors in the business through continued equity ownership.

Onex acquired Husky with an equity investment of about $622 million in December 2007. Onex received net proceeds of $1.8 billion; that's a multiple of its invested capital of roughly 2.9 times and a 36 percent rate of return in just over three years.

For acquirors Berkshire Partners LLC (Boston) and OMERS Private Equity Inc. (Toronto)

In-House:

At Berkshire: General counsel Shar Heslam. At OMERS­: managing director and general counsel Chantal Thibault and director–legal Andrew Peel.

Weil, Gotshal & Manges:

Corporate: Angela Fontana, Scott Parel, Anthony Wang, James Westra, counsel Heather Emmel, and associates Stacie Cargill, David Cohen, Jessica Cunningham, Mariel Dator, Caroline Geiger, Barry Jacobs, Patrick Joy, David Kapson, Stephen Vander Stoep, Jessica Wang, Janell Wise, and Haohao Zheng. Tax: Scott Sontag and associate Kristina Novak. Environmental: Annemargaret Connolly and associate Thomas Goslin. Litigation: Steven Tyrrell and associate Christopher Farmer. Intellectual property: Jeffrey Osterman. Antitrust/Competition: counsel John Sipple. (All are in New York.)

McCarthy Tétrault:

Corporate: Matthew Kelleher, Ian Palm, David Tennant, and associates Leslie Milroy, Paulina Tam, and Stephanie Yarmo. Financial services: Gordon Baird and associate Jennifer McGoey. Tax: Lorraine Allard, Andrew Silverman, Gregory Winfield, Jerald Wortsman, and associate Jeffrey Love. Intellectual property: Alfred Macchione, counsel Ian Bies, and associate Keith Chung. Labor and employment: Trevor Lawson and associate Kate McNeill-Keller. Competition: Oliver Borgers and counsel Michele Siu. Trade: John Boscariol. Real property: Jamie Orzech. Environment: Joanna Rosengarten. Research: Anthony Alexander. (All are in Toronto.)

For seller Onex Corporation (Toronto) and target Husky International Ltd. (Bolton, Ontario)

Fried, Frank, Harris, Shriver & Jacobson:

Corporate: Daniel Bursky, Christopher Ewan, and associates Christina Briccetti and Randi Neihaus. Tax: Alan Kaden. (They are in New York.)

Torys:

Corporate: John Cameron, John Emanoilidis, Peter Jewett, and associates Matthew Atkey, Jamie Becker, Laurie Duke, Alison Harnick, and Christine Hunter. Tax: John Unger and associate Saira Bhojani. Regulatory: John Terry and Omar Wakil. Environmental: Michael Fortier. Real estate: Graham Rawlinson. Intellectual property: Edward Fan and Ingrid VanderElst. (They are in Toronto.)

For Husky management

Davies Ward Phillips & Vineberg:

Corporate: Alexander Moore and Robert Murphy. Tax: Raj Juneja. Labor and employment: Natasha vandenHoven. (They are in Toronto.)

—L.K.

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US Gold

Minera Andes

Canadian mining entrepreneur and philanthropist Robert McEwen is combining two companies in which he is the primary shareholder, US Gold Corporation and Minera Andes Inc., to form a new company that bears his name. Under a merger of equals announced on September 22, McEwen Mining would have a market capitalization of about $1.3 billion, and Rob McEwen would hold a 25 percent interest in the company, valued at about $325 million.

McEwen founded Vancouver-based Goldcorp Inc., the world's second-largest gold producer by market cap. Now he is chairman, CEO, and largest shareholder of both US Gold and Minera Andes, with a 21 percent stake in the former and a 31 percent interest in the latter. The deal calls for shareholders of Minera Andes to receive 0.45 shares of a subsidiary of US Gold. Each share of the subsidiary can then be exchanged for one share of US Gold. Directors and officers of both companies have agreed to vote their shares in favor of the arrangement. The deal is expected to close in the first quarter of 2012.

For merger partner US Gold ­Corporation (Toronto)

In-House:

Corporate secretary Nils Engelstad.

Fraser Milner Casgrain:

Securities/M&A: Colleen Cebuliak, David Coultice, Michael Melanson, Ralph Shay, and associate Elianeth Alicea. Tax: Zahra Nurmohamed and Matthew Peters. Competition Act/Investment Canada Act: Sandy Walker. (All are in Toronto except for Cebuliak, who is in Edmonton.) US Gold has been a client of the firm since 2005.

Hogan Lovells:

Corporate: George Hagerty and associates Ami Galani and Sara Hill. Tax: Daniel Davidson. (All are in Denver except for Davidson, who is in Washington, D.C.)

For US Gold special committee

Goodmans:

Corporate/Mining: Grant McGlaughlin, Brad Ross, and associate Mark Haber. Litigation: Rebecca Burrows, Tom Friedland, and asso­ciate Hannah Arthurs. (All are in Toronto.)

Perkins Coie:

Corporate: Sonny Allison and associates Tim Fete and Kara Tatman. (Allison and Fete are in Denver; Tatman is in Portland.)

For merger partner Minera Andes Inc. (Toronto)

In-House:

Vice president–corporate affairs and secretary Nils ­Engelstad.

Lawson Lundell:

Corporate and securities: Joanna Cameron, Gordon Chambers, and asso­ciates Stephen Cooper, Andreas Heiden, and Jo McFetridge. Litigation: Craig Ferris and asso­ciate Laura Bevan. Tax: Len Glass and associate Parveen Karsan. Research and opinions: Lisa Peters. (All are in Vancouver.)

For special committee of Minera Andes

Torys:

Corporate: Michael Amm, Sharon Geraghty, and associates Adam Banack, James Miller, and Paulina Taneva. (All are in Toronto.)

—L.K.