Less than a month after two top Am Law 100 firms grabbed roles on Safeway’s $5.7 billion exit from Canada, a trio of the country’s top firms up north are advising on another retail deal worth $11.9 billion.

The Loblaw Companies, the largest wholesale food distributor in Canada and a leading drugstore operator in the country, announced Monday that it would seek to acquire Shoppers Drug Mart, Canada’s biggest pharmacy chain, in the cash-and-stock deal, which Bloomberg reports is the second-largest global grocery acquisition of the past decade.
Teams of lawyers from Borden Ladner Gervais and Torys, both of which have previously done work for Loblaw, are representing the company on the proposed transaction, which will be funded in part by the roughly $480 million sale of stock in the acquiror to George Weston, whose family already owns a controlling stake in Loblaw.
Shoppers Drug Mart shareholders will own 29 percent of the combined company upon completion of the merger with Loblaw, while Weston’s family will own roughly 46 percent of Loblaw shares. Torys is serving as lead deal counsel to Loblaw and Weston.
Leading a Torys team working on the matter are M&A partners Peter Jewett and Cornell Wright, litigation partners James Tory and Andrew Gray, pensions and benefits chair Mitch Frazer, antitrust chair R. Jay Holsten and antitrust partner Omar Wakil, IP cochair Conor McCourt, tax partner John Unger, and associates Adrienne DiPaolo, David Forrester, Raegan Kennedy, and Lynn Lacoursiere.
Borden Ladner partners Robert Russell and Brendan Wong have taken the lead handling antitrust matters for Brampton, Ontario–based Loblaw, along with firm associates Denes Rothschild and Zirjan Derwa. Loblaw’s chief legal officer is Gordon Currie, a former corporate partner at top Canadian firm Blake, Cassels & Graydon.
Clay Horner, chair of Osler, Hoskin & Harcourt, is leading a team from the firm advising Shoppers Drug Mart on its proposed sale to Loblaw that includes senior M&A partner Douglas Boyce, M&A cochair Emmanuel "Manny" Pressman, corporate partner Donald Gilchrist, antitrust partners Peter Glossop and Shuli Rodal, tax partners Firoz Ahmed and Dov Begun, and associates Alex Gorka, Amanda Heale, and David Vernon.
Shoppers Drug Mart’s general counsel and executive vice president of legal affairs is Frank Pedinelli. Adam Grabowski, a former Osler associate, serves as corporate secretary and vice president of legal affairs for the Toronto-based company, which was founded in 1962 by druggist-turned-entrepreneur Murray Koffler.
Loblaw's purchase of Shoppers Drug Mart, which now owns nearly 1,300 drugstores across Canada, requires both shareholder and regulatory approvals. The Toronto Star reported Monday that if given the go-ahead by Canadian antitrust officials, the deal will forever change the country's retail landscape.
While the global M&A market remains mired in a funk, Canada has been a hot spot of late for transactional work. Besides Safeway’s recent sale of its Canadian assets, last month Skadden, Arps, Slate, Meagher & Flom snagged roles on the $1.1 billion sale of the Dominion of Canada General Insurance Company and the $1.45 billion sale of a European movie theater operator to two Canadian investment firms, according to our previous reports, only a month after the firm and Osler helped Canada's Valeant Pharmaceuticals International buy eye care specialist Bausch & Lomb in another $4.5 billion deal.
Meanwhile, Toronto-based real estate and financial services firm Brookfield Asset Management tapped Stoel Rives for counsel on two large cross-border deals. The Deal reported last week that large Canadian banks are poised to announce a series of cross-border deals this summer, potentially music to the ears of transactional-hungry firms on both sides of the 49th parallel.