LEXPERT MAGAZINE
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AUGUST 2019 7
bookrunners on the transaction were
BMO Capital Markets, Citi, Goldman
Sachs and UBS.
e Bank of Nova Scotia was the first
bank in Canada to launch an AT1 offering
in October 2017, with Osler as its advisors.
Osler, Hoskin and Harcourt LLP acted as
Canadian counsel to BMO with a team com-
prising Tim Hughes (Tax) and Rick Fullerton
and Arlene Mack (Financial Services).
QUISITIVE TECHNOLOGY
SOLUTIONS COMPLETES
$19.5 MILLION ACQUISITION
OF CORPORATE
RENAISSANCE GROUP
CLOSING DATE: JUNE 1, 2019
Effective June 1, 2019, Quisitive Technol-
ogy Solutions, Inc., a premier Microso
solutions provider, acquired all of the issued
and outstanding shares of Corporate Ren-
aissance Group Inc. ("CRG"), a leading
provider of Microso technology, corpor-
ate consulting, and business soware and
systems based in Ottawa, Ontario.
e consideration for the purchased
shares consisted of the following : (i) $5.6
million in cash, payable to the shareholders
(the "Vendors") of CRG; (ii) the issuance
to the Vendors of an aggregate of 4,473,684
common shares in the capital of Quisitive
with an aggregate value of $850,000; (iii)
the issuance to the Vendors of secured
promissory notes with an aggregate face
value of $6.5 million; and (iv) the issuance
to the Vendors of 19,500,000 common
share purchase warrants, with each warrant
entitling the holder to acquire one Quisitive
share at a price of $0.35 per Quisitive share.
e Vendors may also be entitled to addi-
tional contingent consideration in the form
of a $6.5 million performance earn-out
plus an additional incentive amount based
on a percentage of the base maximum that
is proportionate to the amount by which
CRG exceeds the highest financial per-
formance threshold.
e funds representing the cash payment
were obtained pursuant to a term loan from
a Canadian bank. In connection with the
transaction, CRG obtained an interest free
$750,000 loan from Soware Integrators
International Inc. (an entity controlled by
Dr. Vijay Jog, President of CRG) for gener-
al operating requirements.
Cassels Brock & Blackwell LLP acted
for Quisitive with a team that included Jay
Goldman and David Gardos (Securities),
Luke Woolford and Rowan Groenewald
(Business and M&A), Peter Sullivan and
Lauren Grossman (Financial Services),
James Morand (Tax) and Stefanie Di Fran-
cesco (Employment).
LaBarge Weinstein acted for CRG
with a deal team that included Debbie
Weinstein, Jordan Potechin, and Brigitte
LeBlanc-Lapointe (Corporate) and Estelle
Duez (Tax).
TERRAX COMPLETES
$3.1M BOUGHT DEAL FINANCING
CLOSING DATE: JUNE 26, 2019
On June 26, 2019, TerraX Minerals Inc.
closed an upsized bought deal financing
of 1,782,500 common shares at a price of
$0.36 per share, 2,430,000 flow-through
common shares at a price of $0.41 per share
and 3,000,000 charity flow-through com-
mon shares at a price of $0.50 per share, for
aggregate gross proceeds of approximately
$3.1 million.
e offering was completed by a syn-
dicate of underwriters led by PI Financial
Corp. and included Beacon Securities Lim-
ited and GMP Securities L.P.
Cassels Brock & Blackwell LLP acted
for TerraX with a deal team that included
Jennifer Traub, Aimee O'Donnell and Sam
Chapman (Securities and Mining ), and
Chris Norton (Tax).
DuMoulin Black LLP acted for the
underwriters with a deal team that in-
cluded David Gunasekera and Rajdeep
Malhi (Corporate).
CANOPY GROWTH ENTERS INTO
MULTI-YEAR MANUFACTURING
AGREEMENT WITH PROCAPS
CLOSING DATE: JUNE 17, 2019
On June 17, 2019, Canopy Growth Cor-
poration announced that it entered into a
multi-year agreement with Procaps S.A.S.,
a Colombian company that develops,
manufactures, and markets over-the-
counter medications and nutritional sup-
plements for international pharmaceutical
companies. Pursuant to the agreement,
Canopy Growth will leverage Procaps' in-
dustry-leading formulation and encapsula-
tion capacity.
Cassels Brock & Blackwell LLP acted
for Canopy Growth with a deal team that
included Jonathan Sherman and Luke
Woolford (Business and Cannabis).
EPIC INVESTMENT
SERVICES TO MERGE
WITH MDC GROUP
CLOSING DATE: APRIL 30, 2019
On May 6, 2019, Epic Investment Services
announced its merger with MDC Group to
become a fully integrated North American
real estate platform. e new entity will be
a fully integrated real estate platform with a
portfolio worth more than US$16.5 billion
and encompassing 35 million square feet
of office, retail, industrial and residential
assets under management in Canada and
the United States.
e platform will operate as Epic In-
vestment Services in Canada and MDC
Realty Advisors in the US and will com-
bine Epic's property and asset manage-
ment expertise with MDC's transaction-
al acumen and development manage-
ment experience.
Stikeman Elliott LLP acted as counsel
to Epic Investment Services and EPIC GP
with a team consisting of Vince Imerti,
Charlie McDonald, Curtis Lahey, Kate
Amirault and Sarah Visentin (M&A), John
O'Connor (Tax), Nancy Ramalho and
Khalfan Khalfan (Employment), and Ally-
son Marta (Benefits).
McCarthy Tétrault LLP acted as coun-
sel to the MDC Entities, with a team com-
prising Stephen Livergant (Real Property),
Ben Aberant (Labour & Employment), Jer-
emy Busch-Howell and Michael Shahinian
(Business law).
