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Osler, Hoskin & Harcourt’s lawyers have advised on some of the biggest deals involving Canada, and they’d like to go on doing so. “We want to be the Canadian firm that over the course of a business cycle is involved with more of the things that matter in this country than anyone else,” said Clay Horner, co-chairman of the Toronto-based firm. “That gives us the experience that we think can be helpful for the next client in terms of looking at something difficult or novel.” Judging from Osler’s r�sum�, the firm also has had a strong impact in the United States � it was involved in seven of the 25 leading U.S. mergers and acquisitions of 2007, according to data provided by Thomson Financial. The firm, which has more than 450 lawyers in four Canadian and one U.S. office, often teams up with U.S. firms and advises on Canadian aspects of cross-border deals. “We have a lot of experience working cooperatively with the leading U.S. firms and investment banks, and we understand how to knit together the U.S. and Canadian requirements of the transaction and hopefully make it as seamless as possible,” Horner said. In one of last year’s biggest acquisitions, Osler advised New York’s Kohlberg Kravis Roberts & Co., a private equity firm, on Canadian regulatory and corporate issues during its $27 billion acquisition of First Data Corp., a Greenwood Village, Colo.-based provider of electronic commerce and payments software. KKR is a longtime client of Osler’s that the firm was introduced to through New York’s Simpson Thacher & Bartlett, Horner said. Robert Spatt, a New York partner at Simpson Thacher who has worked with Osler on a number of transactions over the years, praised Osler’s understanding of the law. “From the standpoint of a U.S. lawyer, what you want in someone who’s from another jurisdiction . . . is someone who not only knows the laws of his own jurisdiction back and forth but really understands the perspective you come from and knows how to bridge that and explain to you the differences,” Spatt said. Horner is the kind of lawyer American lawyers often turn to for Canadian legal expertise, Spatt said. “He’s just a great American lawyer’s Canadian lawyer.” Spatt added, “He’s not only a great Canadian lawyer but is great to work with from the standpoint of an American lawyer.” Horner said Osler often gets calls from leading U.S. firms conducting transactions with a Canadian component, including big New York names such as Sullivan & Cromwell; Cravath, Swaine & Moore; and Wachtell, Lipton, Rosen & Katz. “Historically, some of the other big Canadian firms were largely identified with big Canadian companies or financial institutions,” Horner said. “Historically, our core client bases were big American companies in respect to their operations and business in Canada. Through them and their outside financial advisors, we’ve been fortunate enough to gain a lot of friends and relationships in the U.S.” The firm has also worked with New York’s Davis Polk & Wardwell, including on a major deal last year. Osler represented IPSCO Inc., a leading Canadian steel supplier with U.S. headquarters in Lisle, Ill., in its sale to SSAB Svenskt St’l A.B., a Swedish steel company. Osler and Davis Polk were retained by IPSCO for the $8.2 billion transaction. In addition to the Canadian and American components, Horner said the auction was interesting because it involved several bidders from other countries. George “Gar” R. Bason Jr., a New York-based partner at Davis Polk who worked on the deal, had nothing but praise for Osler’s team. “They have terrific experience, and I really enjoyed working with them,” said Bason, who heads his firm’s mergers and acquisitions (M&A) practice. “Great lawyers � very practical, very smart and just fun guys to be working with.” Osler’s only U.S. office is in New York, which Horner helped open in 1990. The firm does not plan to expand its presence in the United States, but wants to keep playing a major role in transactions involving the United States and Canada. “As the world becomes more global and transactions become more cross-border in nature, I think we see that as an increasing part of our strategy,” said Stephen Sigurdson, a Toronto-based partner who has been with the firm since 1986. Unlike the American legal market, the Canadian one still has only a handful of major centers, Horner said. And while there are differences between U.S. and Canadian law, the two legal markets have acquired some common characteristics in recent years, he said. “Historically, we’ve had quite a bit less litigation than Americans would be used to, although, as there is a blurring of borders and investment bases, we’re starting to see more M&A litigation in Canada,” Horner said. A highly regarded firm Osler has about 300 lawyers in Toronto, 50 each in Montreal and Calgary, 30 in Ottawa and 30 in New York. The firm is about the sixth largest in Canada, and the third largest in Toronto, Horner said. The firm has won a slew of awards and recognition, including being ranked first in business law in Toronto for the sixth consecutive year, according to the 2006 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada. International Tax Review named it the Canadian tax firm of the year in 2006. Horner said the firm is strong in all practice areas that are crucial for cross-border deals, including M&As, tax and antitrust. Its lawyers take pride that the firm built a solid reputation through referrals. “We’ve defined the North-South strategy here so that we have consciously worked on trying to be the partner choice in Canada,” said Peter Glossop, a Toronto partner in the competition and antitrust law practice group. The rise of the Canadian dollar against the U.S. dollar has not harmed American and other companies interested in doing business in Canada, Horner said. Canada’s strong commodity prices and the fact that it has lots of companies in hot markets, such as mining, oil and gas, have served to ensure that transactions would continue north of the U.S. border, he said. Here are the other major deals the firm was involved in last year: • Osler represented longtime client Ingersoll-Rand Co., a diversified industrial firm that is incorporated in Bermuda but has U.S. headquarters in Montvale, N.J., in its pending $11.5 billion acquisition of Trane Inc., a Piscataway, N.J.-based provider of air conditioning systems. • The firm provided Canadian regulatory and corporate advice to another longtime client, The Blackstone Group L.P., a New York-based hedge fund manager and provider of financial advisory services, when it acquired for $26.7 billion Beverly Hills, Calif.’s Hilton Hotels Corp., which had Canadian properties. • Osler gave Canadian regulatory, corporate and tax advice to General Electric Co. when GE Plastics was acquired for $11.6 billion by Saudi Basic Industries Corp., or SABIC, based in Riyadh, Saudi Arabia. • Osler served as tax counsel for long-time client Toronto-Dominion Bank Financial Group in its $8.6 billion acquisition of Cherry Hill, N.J.’s Commerce Bancorp Inc. • The firm acted as counsel to the lenders that provided financing for the $7.8 billion acquisition of the Canadian assets of Thomson Learning. CHART: Top Announced U.S. M&A Deals of 2007

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