8 LEXPERT MAGAZINE
|
MARCH 2019
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
Aimia Canada Inc. with a team that in-
cluded Elliot Shapiro, Stephen Kelly, Amar
Leclair-Ghosh, Peter Wiazowski, Andrea
Brewer, Robert Percival, Meghan Stewart,
Stephen Nattrass, Julia Godolphin and
Carl Boulva. Stikeman Elliott LLP acted
as legal counsel with respect to taxation
matters to Aimia Inc. and Aimia Canada
Inc. with a team that included Marie-An-
drée Beaudry, Jean-Guillaume Shoone and
Nicholas Blach.
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
SCOTIABANK COMPLETES
ACQUISITION OF MD
FINANCIAL MANAGEMENT
CLOSING DATE: OCTOBER 3, 2018
On October 3, 2018, e Bank of Nova
Scotia ("Scotiabank") completed the acqui-
sition of MD Financial Management from
Canadian Medical Association ("CMA")
for a purchase price of $2.585 billion.
To fund a portion of the purchase price,
Scotiabank agreed to sell 22,655,000
common shares at $76.15 per share on
a bought deal basis for gross proceeds
of $1,725,178,250. e common shares
issued included 2,955,000 shares pur-
chased by the underwriters pursuant to
the over-allotment option exercised in
full by the underwriters.
Concurrent with the closing of the ac-
quisition, Scotiabank and CMA entered
into a 10-year collaboration pursuant to
which CMA will exclusively promote Sco-
tiabank as the preferred provider of finan-
cial products and services to physicians and
their families in Canada and, as part of the
arrangement, both parties will jointly sup-
port philanthropic initiatives and other
programs for physicians and the communi-
ties they serve.
e Bank of Nova Scotia was repre-
sented internally by Ian Arellano, EVP and
General Counsel, Katy Waugh (Securi-
ties), SVP and Deputy General Counsel,
Anita Mackey, SVP and Associate General
Counsel, and Joanna Bliss, Senior Counsel,
Strategic Transactions. Torys LLP pro-
vided external support with a team led by
(Ricco) A.S. Bhasin and that included Glen
Johnson (Securities), Marko Trivun, Jacob
Posen, Brett Saulnier (Securities), Richard
Johnson (Tax), Susan Nickerson (Pensions
& Employment) and Isabella Sozzi.
Canadian Medical Association was rep-
resented internally by Jean Nelson, Vice
President, Legal and Governance CMA,
Charlene Pries, Legal Counsel CMA, and
Christine omas, Senior Legal Counsel,
MD Financial Management and externally
by Stikeman Elliott LLP with a team led
by Mario Nigro and that included Stuart
Carruthers, Alethea Au, Barbara Sheng,
Rolake Adeniran, Andrew Martinez,
Anne-Marie Panzini, Tracey ornton and
Dalton Turner (Corporate/M&A), Frank
Mathieu, Jean-Guillaume Shooner and
Adam Drori (Tax), Natasha vandenHoven,
Michel Legendre and Allyson Marta (Pen-
sions), Nancy Ramalho, Stephanie We-
schler and Stephanie Pasternyk (Employ-
ment), Jonathan Auerbach (IP), Paul Col-
lins, Michael Laskey and Ashley Piotrowski
(Competition), Dana Porter (Real Estate)
and David Elder (Privacy).
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
STINGRAY DIGITAL GROUP INC.
ACQUIRES NEWFOUNDLAND
CAPITAL CORP. LTD.
AND COMPLETES SUBSCRIPTION
RECEIPTS OFFERINGS
CLOSING DATE: OCTOBER 26, 2018
On October 26, 2018, Stingray Digital
Group Inc. (TSX: RAY.A; RAY.B), a lead-
ing music, media and technology company,
completed the acquisition of Newfound-
land Capital Corporation Limited (TSX:
NCC.A; NCC.B), one of Canada's lead-
ing radio broadcasters with 101 broadcast
licences (72 radio stations and 29 repeating
signals) across Canada, in a transaction val-
ued at approximately $506 million.
To finance part of the purchase price for
the acquisition, Stingray completed on May
23, 2018, a $83-million bought-deal public
offering of subscription receipts co-led by
National Bank Financial Inc. and BMO
Capital Markets, a $40 million private
placement of subscription receipts with
Caisse de dépôt et placement du Québec,
a $15.1 million issuance of subscription re-
ceipts through the exercise of subscription
rights financed by Investissement Québec
and Le Fonds de solidarité FTQ, and en-
tered into new credit facilities on August
21, 2018, in the amount of $450 million
with a syndicate of Canadian banks. Sting-
ray also entered into a $50-million loan
agreement on October 26, 2018 with Le
Fonds de solidarité FTQ.
Stingray Digital Group Inc. was repre-
sented in-house by Lloyd Perry Feldman
and by Davies Ward Phillips & Vineberg
LLP with a team led by Olivier Désilets and
comprised of Brian Kujavsky, Nicolas Mo-
rin, Alyssa Wiseman, Florence Bienvenu
and Elodie Fon (M&A and Securities),
Alain Roberge (Banking ), Marie-Emman-
uelle Vaillancourt (Tax) and Charles Tin-
gley (Competition). Grant Buchanan at
McCarthy Tétrault LLP acted as CRTC
regulatory counsel for Stingray Digital
Group Inc.
Newfoundland Capital Corporation
Limited was represented by Stewart McK-
elvey with a team led by Christine Pound
and comprised of Andrew Burke, Colleen
Keyes, Laurie Jones, Kevin Landry and
Tyler James (M&A and Securities), Paul
Festeryga (Tax) and Deanne MacLeod
(Competition). Peter Grant at McCarthy
Tétrault LLP acted as CRTC regulatory
counsel for Newfoundland Capital Cor-
poration Limited. e Independent Com-
mittee of the Board of Directors of New-
foundland Capital Corporation Limited
was represented by Matthew Cumming at
McCarthy Tétrault LLP.
e underwriters in the bought-deal
public offering were represented by
Fasken Martineau DuMoulin LLP with
a team led by Jean-Pierre Chamberland
and comprised of Caitlin Rose and Dan
Su (Securities), Stephen Whitehead and
Scott Prescott (Regulatory), and Claude
Jodoin (Tax).
Caisse de dépôt et placement du Québec
and the lenders under the new credit fa-
cilities were represented by McCarthy Té-
trault LLP with a team comprised of Pat-
rick Boucher and Laure Fouin (Securities),
and Michel Deschamps and Marjolaine
Hémond Hotte (Banking ), and Caisse de
dépôt et placement du Québec was repre-
sented in-house by Sophie Lussier.
Le Fonds de solidarité FTQ and Inves-