An energy facility owned and operated by Kentz Corporation. (Photo by Dan Bannister)
UPDATE: 6/25/14, 8:45 a.m. EDT. The names of the lead lawyers from Stikeman Elliott advising SNC-Lavalin have been added to the fifth paragraph of this story.
Canadian engineering and construction giant SNC-Lavalin Group has agreed to pay $1.97 billion in cash and pick up key energy industry clients such as Chevron and Royal Dutch Shell by acquiring British oil and gas engineering company Kentz Corp., which had rebuffed two other takeover attempts in recent months.
Bloomberg reports the deal is the largest ever by Montreal-based SNC, which scrounged up the capital for its Kentz purchase by agreeing to the $2.9 billion sale last month of its main energy transmission business to Warren Buffett’s MidAmerican Energy. Norton Rose Fulbright took the lead for SNC on that transaction, and the firm is once again advising the company on its proposed acquisition of Kentz.
Raj Karia, a Norton Rose Fulbright corporate partner in London, and Stephen Kelly, the Montreal-based chair of the firm’s business law practice, are leading a team from the firm working on the deal that includes M&A partners Paul Whitelock and Andrew Phillips, finance partners Robert Borduas and James Dunnett, antitrust partner Ian Giles and Canadian regulatory senior partner Richard Wagner.
Norton Rose Fulbright, a 3,537-lawyer global legal giant formed last year through the merger of London-based Norton Rose and Fulbright & Jaworski, previously absorbed large Canadian firms Macleod Dixon in 2011 and Ogilvy Renault in 2010. The Am Law Daily reported last month on Norton Rose Fulbright’s close ties to Canada’s largest engineering company, including advising SNC in an investigation into the company’s alleged ties to the former regime of ousted Libyan dictator Muammar Gaddafi.
Leading Canadian firm Stikeman Elliott is also advising SNC through M&A partner Marc Barbeau, corporate and securities partner Benoit Dubord and associates Stéphanie Normandin and Élise Sauvé. SNC general counsel Rejean Goulet and senior vice president of legal affairs Jean-Eric Laferriere are leading an in-house team advising on SNC’s acquisition of Kentz, whose board of directors has recommended that the company’s shareholders approve the deal.
TheStreet.com reports that Kentz itself has turned to Edward Baker, an M&A partner with British firm Simmons & Simmons in London, for lead outside counsel on its proposed sale to SNC. Simmons & Simmons advised Kentz last summer when the company rebuffed an acquisition attempt by British engineering giant Amec, which subsequently withdrew its offer. (The Am Law Daily reported in January on Amec’s proposed $3.2 billion acquisition of Swiss oilfield services and power equipment maker Foster Wheeler, a deal that came a month after Kentz tapped Mayer Brown for counsel on its $435 million purchase of an oilfield solutions unit from private equity-owned TPG Capital.)
Kentz’s proposed sale to SNC-Lavalin wasn’t the only major deal with natural resource implications announced out of Canada on Monday.
Toronto-based HudBay Minerals ended a four-month courting process by sweetening its bid to acquire the rest of Vancouver-based Augusta Resource Corp. it doesn’t already own for roughly $406 million, according to various news reports. Milbank, Tweed, Hadley & McCloy and Canadian firm Goodmans are advising HudBay on the deal, while Augusta has turned to Cravath, Swaine & Moore and Davies Ward Phillips & Vineberg for outside counsel.
Cravath M&A partners Richard Hall and Andrew Thompson are advising Augusta, which owns the Rosemont copper project in Arizona, one of the largest such developments in the U.S. The appointment to Augusta’s board in 2012 of Canadian lawyer Robert Pirooz, who serves as general counsel for Pan American Silver Corp., fueled speculation that the company would eventually be sold.
Patrick Donnelly serves as general counsel for HudBay, whose chairman is Canadian lawyer and former Davies Ward partner G. Wesley Voorheis. Allen Lenczner, a founding partner and current counsel with one of Canada’s top litigation boutiques in Lenczner Slaght Royce Smith Griffin, serves as an independent member of the board at HudBay.
While the HudBay and SNC deals didn’t do much for Canada’s stock market Monday, the country’s energy and natural resource industry continues to provide opportunities for lawyers north of the border. With the Keystone XL pipeline project in the U.S. stalled, last week Canada sought another outlet for energy emanating from its lucrative Alberta oil sands by approving the controversial Gateway pipeline project to the country’s Pacific coast.