Canadian DealsLaura King Corporate Counsel
07-01-2012
Glencore
Viterra
Swiss commodities behemoth Glencore International plc announced in March that it had a $6.1 billion agreement to acquire Viterra Inc., Canada's largest grain broker.
The highly anticipated deal comes just six months before the end of the Canadian Wheat Board's monopoly on export sales of grains. (In August, for the first time in nearly seven decades, Canadian farmers will be able to negotiate their own deals for selling their wheat and barley crops.)
As part of the all-cash transaction, Viterra shareholders were offered $16.56 a share—a 48 percent premium over the preannouncement price. And in an effort to prevent the deal from being blocked by the Canadian government, Glencore agreed to sell $2.65 billion worth of Viterra's assets to two Canadian companies.
Agrium Inc., a Calgary-based fertilizer firm, will acquire a 34 percent stake in an Alberta fertilizer plant for $1.83 billion, and Winnipeg-based Richardson International, the country's largest privately owned agribusiness, will get nearly a quarter of Viterra's Canadian grain-handling operations, food processing facilities, and other related assets. Among the assets that Glencore will keep for itself are more than five dozen grain elevators and 15 port terminals—seven in Canada and eight in Australia.
For acquiror Glencore International plc (Barr, Switzerland)
In-House:
General counsel Richard Marshall and legal counsel Adam Luckie and Shaun Teichner. (They are in Barr, Switzerland.)
Bennett Jones:
Capital markets and M&A: Ian Goldberg, Kenneth Klassen, John MacNeil, Eden Oliver, Adam Taylor, Peter Westcott, and associates Corinne Bordman, Rami Chalabi, Benjamin Gliksman, and Jason MacIntosh. Competition: Milos Barutciski, Randal Hughes, and Adam Kalbfleisch. Financial services: Bruce Barker, Mark Rasile, and associates Jennifer Hood and Helgi Maki. Tax: Claire Kennedy, Alan Rautenberg, Joanne Vandale, and associate Wesley Novotny. Litigation: Lincoln Caylor. Pensions: Susan Seller. Employment: Carl Cunningham. Restructuring: Raj Sahni. Real estate: Jane Helmstadter and associate Colin Andrews. Intellectual property: Trent Horne. (All are in Toronto except for Rautenberg, Vandale, and Novotny, who are in Calgary.) Bennett Jones has represented Glencore since 2010.
Curtis, Mallet-Prevost, Colt & Mosle: Corporate: Jeffrey Ostrager, Matias Vega, counsel Raymond Hum, and associates Martin Brown, Ryan Hansen, Kreg Katoski, and Susana Namnum. Antitrust: Jeffrey Zuckerman and associate Ross Bidlingmaier. International trade: James Durling. Environment: Andrew Otis. Tax: counsel Kuang-Chu Chiang and associate Rebecca Gidel. Real estate: counsel Catherine Baecher. Employment: Javier Hernandez. (All are in New York except for Zuckerman, Bidlingmaier, and Durling, who are in Washington, D.C.)
King & Wood Mallesons:
Corporate: David Eliakim, Nicholas Pappas, and associates Clifford Sandler and Paul Schroder. Competition: Sharon Hendrick and counsel Malcom Brennan. Tax: Justin Cherrington. (All are in Sydney except for Brennan, who is in Canberra.)
Linklaters:
Corporate: Robert Cleaver and Charles Jacobs. Competition: Christian Ahlborn. (They are in London.)
McCarthy Tétrault:
Competition and regulatory: counsel Michael McCooe, Q.C., and associate Sarah Landry Maltais. (They are in London.)
For Viterra Inc. (Regina, Saskatchewan)
In-House:
Senior vice-president, general counsel, and corporate secretary James Bell. (He is in Calgary.)
Torys:
Corporate/securities: Andy Beck, Corrado Cardarelli, John Emanoilidis, Jamie Scarlett, Patrice Walch-Watson, and associates Matthew Atkey, Harry Cherniak, Adam Freedman, Dean Kotwal, Damien Liddle, and Eli Monas. Competition and foreign investment: Omar Wakil. Competition: Jay Holsten. Lending: Tom Zverina. Tax: James Guadiana, Peter Keenan, David Mattingly, and Andrew Wong. Employment: Mitch Frazer and associate Lynne Lacoursiere. Litigation: Chris Caparelli, Andrew Gray, and David Wawro. Legal research: Scott Bell and John Cameron. (All are in Toronto except for Beck, Guadiana, Keenan, Caparelli, and Mattingly, who are in New York; and Pedlow, who is in Calgary.)
Sidley Austin:
Competition: Timothy Cowen, Brian Fahrney, and associates Rosanna Connolly and Angelene Duke. (All are in London except for Fahrney, who is in Chicago.)
Ashurst:
Corporate: Jonathan Gordon, David McManus, Mark Stanbridge, Murray Wheater, and senior associate Anton Harris. Competition: Peter Armitage. Tax: Vivian Chang and Barbara Phair. (They are in Sydney.)
Fasken Martineau DuMoulin:
Corporate: Aaron Atkinson, William Orr, and Sean Stevens. Competition: Anthony Baldanza, Huy Do, and Douglas New. (They are in Toronto.)
For Agrium Inc. (Calgary)
In-House:
Senior vice president and chief legal officer Eric Miller and senior legal counsel Tim Richardson. (They are in Calgary.)
Blake, Cassels & Graydon:
Corporate/M&A: John Eamon, Mungo Hardwicke-Brown, and associates Chris Harris and Jana Prete. Securities/M&A: Jeff Bakker, Ross Bentley, Pat Finnerty, and associate Olga Kary. Pensions: associate Sean Maxwell. Employment: Maxwell Brunette and Brian Thiessen. (They are in Calgary.) Blakes has represented Agrium extensively for more than 20 years.
McCarthy Tétrault:
Business law: David Woollcombe. M&A: Garth Girvan. Competition: Oliver Borgers and Donald Houston. Financial services: Daniel Sears. Corporate finance: Ira Cooper. Employment: Tina Giesbrecht. Litigation: Sean Smyth. (Woollcombe, Girvan, Borgers, and Houston are in Toronto; Sears, Cooper, and Giesbrecht are in Calgary.)
Felesky Flynn:
Tax: Brett Anderson, Andrew Bateman, and Sandra Jack. (They are in Calgary.)
Allens: M&A/competition: Greg Bosmans and Ted Hill. (They are in Melbourne.)
For Richardson International (Winnipeg)
Stikeman Elliott:
Corporate/Securities: Timothy Chubb, Jeffrey Singer, and associate Greg Herget. Banking: Craig Mitchell and associate Meaghan Obee Tower. Regulatory: counsel Lawson Hunter and Susan Hutton. Tax: John Lorito and associate Francesco Gucciardo. (All are in Toronto except for Hunter and Hutton, who are in Ottawa.)
—Laura King
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BCE
Astral
In an effort to control more of its programming and to expand its presence in French-speaking Quebec, in March telecom giant BCE Inc. announced that it would acquire Astral Media Inc., the country's eighth-largest media company.
In the $3 billion cash and stock deal, BCE, Canada's largest telecom provider, will acquire more than 20 French- and English-speaking channels from Astral, including HBO Canada, the Movie Network, and Disney Junior. The deal will also give BCE 80 radio stations, including Virgin Radio and EZ Rock.
BCE is offering $50.96 a share on its class A nonvoting stock to Astral shareholders—a 38 percent premium over its recent closing price. The company will also acquire all class B subordinate voting shares for $55.89 and all special shares for $51 million. Including the assumption of debt, the deal values Astral at about $3.4 billion.
The Astral transaction is the latest in the more than $7.1 billion in content-heavy acquisitions that BCE has made since 2010. In September of that year, the company announced that it was buying Canadian broadcaster CTV Inc. for $3 billion. And in December 2011 BCE, along with Rogers Communications Inc., bought a controlling stake in Maple Leaf Sports and Entertainment, owner of the NHL Toronto Maple Leafs and the NBA Toronto Raptors, for $1.3 billion.
As with the CTV deal, BCE will need to win clearance from federal regulators.
At press time Astral shareholders were expected to vote on the offer in late spring. Astral has said that the deal is expected to win regulatory approval and should close in September.
For acquiror BCE Inc. (Verdun, Quebec)
In-House:
Senior vice president and general counsel Michel Lalande, assistant general counsel–corporate development and M&A Martin Cossette, assistant general counsel–financings and compliance Ildo Ricciuto, assistant general counsel–regulatory law Pierre-Luc Hébert, and senior counsel Jean-François Laroche.
McCarthy Tétrault:
Corporate/Securities: Frédéric Cotnoir, Garth Girvan, Stéphanie Lee, counsel Benjamin Silver, and associates Fraser Bourne, Éléonore Derome, Krista Lawson, and Michèle Lefaivre. Financial services: Gordon Baird, Richard O'Doherty, and Barry Ryan. Tax: Frédéric Harvey and associate Annie Maillot-Gamelin. Regulatory: Grant Buchanan and associate Bram Abramson. (They are in Montreal.) McCarthy Tétrault has a long-standing relationship with BCE.
Blake, Cassels & Graydon:
Competition: Brian Facey, Micah Wood, and associate Mark Graham. (They are in Toronto.) Blakes has acted for BCE in numerous transactions over more than 30 years, including as corporate and competition counsel in BCE's joint acquisition of Maple Leaf Sports & Entertainment.
Sullivan & Cromwell:
M&A: Donald Crawshaw and George Sampas. (They are in New York.)
For target Astral Media Inc. (Montreal)
In-House:
Senior vice president–regulatory and government affairs Jocelyn Côté, vice president–regulatory affairs and copyright Nathalie Dorval, vice president–legal affairs and secretary Brigitte Catellier, vice president–legal and regulatory affairs and affiliate relations Dany Meloul, vice president–corporate and regulatory affairs Claude Laflamme, and vice president–business and legal affairs Megan O'Neail.
Stikeman Elliott:
Corporate/Securities/M&A: Robert Carelli, Sidney Horn, Sophie Lamonde, and associates Christine Legé, Hadrien Montagne, Aniko Pelland, and David Tardif. Tax: Luc Bernier, Franco Gadoury, and associate Éric Lévesque. Regulatory: Susan Hutton. (All are in Montreal except for Hutton, who is in Ottawa.) Stikeman Elliott has advised Astral Media on a variety of transactions, including the successful bid and negotiation of the 20-year agreement with the city of Toronto for its street furniture program and related supply contracts, and its acquisition of substantially all of the assets of Standard Radio, both in 2007.
Goodmans:
Corporate/M&A: Dale Lastman, Robert Vaux, and associate Chris Sunstrum. Competition: counsel Richard Annan. Communications: Michael Koch. (All are in Toronto.)
—L.K.
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CPP Investment Board
Gassled
An arm of the Canada Pension Plan has bought a stake in one of the world's largest offshore natural gas transmission networks.
The deal, which closed in February, saw the CPP Investment Board participate in a consortium to buy a 24.1 percent stake in Gassled, one of the world's largest offshore natural gas transmission networks, from Statoil ASA, the Norwegian oil and gas giant. The board invests money not immediately needed by the Canada Pension Plan to meet current benefit obligations. The other partners in the acquisition consortium are Allianz Capital Partners and the Abu Dhabi Investment Authority.
The total value of the consortium's stake is $3.24 billion, with the CPP Investment Board putting in about $752 million. The consortium is buying the stake through a holding company that it owns called Solveig Gas Norway AS. Gassled processes natural gas from Norway's continental shelf and delivers it to countries in Europe.
For acquiror Canada Pension Plan Investment Board (Toronto)
Torys:
Corporate/securities: Matthew Cockburn. Legal research: John Cameron and counsel Scott Bell. (They are in Toronto.) Torys has represented CPPIB since 1999.
Freshfields Bruckhaus Deringer:
The firm did not provide the names of lawyers who worked on the deal.
For the consortium
Wiersholm:
Oil & Gas/M&A: Kristian Lind, Sandra Simonsen, and Thomas Svensen. (They are in Oslo.)
For Statoil ASA (Stavanger, Norway)
Thommessen:
The firm did not provide the names of lawyers who worked on the Gassled deal.
Clifford Chance:
The firm did not provide the names of lawyers who worked on the deal.
—L.K.
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Pembina
Provident
In a transaction that will create one of Canada's largest publicly traded energy infrastructure companies, Pembina Pipeline Corporation has acquired Provident Energy Ltd.
The $3.16 billion all-stock deal created a company with an anticipated market value of close to $8.15 billion and operations in several important shale gas fields, including the Marcellus field in the U.S. Northeast, the Bakken field in Montana and Saskatchewan, and the Montney field in British Columbia.
Provident shareholders voted in favor of the deal on March 27, and the transaction closed April 2. Pembina agreed to pay 0.425 of its own stock for each share of Provident—a premium of about 24.7 percent over the closing price on the day of the January 16 announcement.
For Pembina Pipeline Corporation (Calgary)
In-House:
Vice president–legal James Watkinson, general counsel Harry Andersen, senior legal counsel Jennifer Harker, and corporate counsel Ian Balfour. (They are in Calgary.)
Blake, Cassels & Graydon:
M&A/Securities: Jeff Bakker, Dallas Droppo, Q.C., Chad Schneider, and associates Stefan McConnell and Paul Pasalic. Tax: Carrie Aiken, Robert Kopstein, and associate Ted Thiessen. Energy: Ben Rogers and associate Chris Harris. Competition: Deborah Salzberger and associate Litsa Kriaris. Banking: Warren Nishimura and associate Andrew Kolody. Employment: associate Brian Thiessen. Labor: Abdul-Basit Khan. Regulatory: Lars Olthafer. (All are in Calgary.) Blakes has represented Pembina since its IPO in 1997.
Paul, Weiss, Rifkind, Wharton & Garrison:
Capital markets and securities: Andrew Foley, Philip Heimowitz, and associate Tim Phillips. Tax: David Mayo and associate Kate Belzberg. Antitrust: counsel Didier Malaquin and associate Marta Kelly. International trade: Richard Elliott. Employee benefits: Lauri Penn. (Foley and Phillips are in Toronto; Elliott is in Washington, D.C.; the others are in New York.)
For Provident Energy Ltd. (Calgary)
Norton Rose Canada:
M&A/Securities: Justin Ferrara, Jack MacGillivray, Scott Negraiff, and Kirsty Sklar. Tax: Darren Hueppelsheuser and associate Stefan Ali. Energy: Chrysten Perry and associates Fraser Bush and Julianna Fish. Competition: John Carleton and associate Bradley Schneider. Corporate: Michael Bennett and associate Matthew Hall. (They are in Calgary.) The firm is the result of a January 1 merger between the United Kingdom's Norton Rose and Macleod Dixon.
Dorsey & Whitney:
Corporate/Securities: Dan Miller. (He is in Vancouver.)
Andrews Kurth:
Tax: Andrew Feiner and associate Angela Richards. (They are in New York.)
—L.K.
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