Lexpert Magazine

March 2019

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

Issue link: http://digital.carswellmedia.com/i/1097797

Contents of this Issue


Page 7 of 23

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-

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