Lexpert Magazine

September 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.

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12 LEXPERT MAGAZINE | Q3 2019 DEALS ANALYSIS Corporate Finance 21 Mergers and Acquisitions 21 Cross-border Transactions 21 Oil & Gas Oil & Gas CANADIAN NATURAL COMPLETES $3.775-BILLION ACQUISITION OF DEVON CANADA ASSETS TRANSACTION VITALS Effective: Jan. 1, 2019 Closed: June 27, 2019 Technique: Asset purchase Total Value: $3.775 billion PATRICK MAGUIRE BENNETT JONES LLP (FOR DEVON CANADA CORP.) SHERRI FOUNTAIN CASSELS BROCK & BLACKWELL LLP (FOR CANADIAN NATURAL RESOURCES) On June 27, 2019, Canadian Natural Re- sources Limited ("Canadian National") — Canada's largest oil and gas producer — completed its acquisition of substantially all of the assets of Devon Canada Corpora- tion ("Devon") for a cash purchase price of $3.775 billion, with an effective date of Jan. 1, 2019. is is the second largest upstream oil and gas M&A event in North America to date this year. e acquired production, infrastructure and land will add to Canadian Natural's existing thermal in situ and primary heavy oil areas providing synergies to more ef- fectively and efficiently operate, upon full integration of the employees and the assets. Cassels Brock & Blackwell LLP acted for Canadian Natural with a deal team that included Sherri Fountain (Business Law), Doug Richardson (Tax), Chris Hersh (Competition), Kristin Taylor (Employ- ment & Labour), Robert Hamilton (Busi- ness Law) and Corinne Grigoriu (Tax). Bennett Jones LLP acted for Devon with a deal team that included Patrick Maguire, Jana Prete, John Piasta, Kevin Myson, Christopher Yang and Emerson Frostad (Corporate), Beth Riley (Compe- tition), Anu Nijhawan, Jared Mackey and Derrick Hosanna (Tax), Chris Simard (Re- structuring), Carl Cunningham (Employ- ment), Susan Seller (Pensions) and Sebas- tien Gittens (IP). YAMANA GOLD COMPLETES US$1-BILLION SALE OF ITS CHAPADA MINE CLOSING DATE: JULY 5, 2019 On July 5, 2019, Yamana Gold Inc. ("Yamana") completed the sale of its wholly-owned Chapada mine to Lundin Mining Corporation ("Lundin") for total consideration of more than US$1 billion. e Chapada mine, located in the State of Goiás, Brazil, is a copper mine with addi- tional gold production that was developed by Yamana and began production in 2007. Pursuant to the sale transaction, Yamana received cash consideration of US$800 mil- lion at closing and is entitled to receive addi- tional consideration of up to US$125 mil- lion based on the price of gold over a five- year period, a US$100-million payment contingent on the development of a pyrite roaster at the project by Lundin Mining, and a 2% net smelter return royalty on gold production from the Suruca gold project. Yamana was represented internally by Sofia Tsakos, Senior Vice President, Gener- al Counsel and Corporate Secretary, Kath- leen Caughey, Assistant General Counsel, and Andrea Moens, Senior Legal Counsel. Cassels Brock & Blackwell LLP act- ed as Canadian counsel to Yamana with a team comprised of Mark Bennett, Cathy Mercer, Jamie Litchen, Alexander Pizale and David Singh (Securities, Mining and M&A) and Jennifer Wasylyk and David Budd (Financial Services). Pinheiro Neto Advogados acted as Brazilian counsel to Yamana with a team that included Carlos Vilhena and Adriano Drummond Trindade (Corporate). Heussen acted as Dutch counsel to Yamana with a team that included Tim Schreuders, Martijn Koot, Juliette Schuel- er and ijs Butter (Corporate). Lundin was represented internally by An- drew Hastings, Senior Vice President and General Counsel. Stikeman Elliott LLP acted as Canadian counsel to Lundin with a team that included Jay Kellerman, Ivan Grbesic, Kim Le, Christian Vieira (Cor- porate), Susan Hutton and Michael Kilby (Competition) and Dean Kraus (Tax). Veirano Advogados acted as Brazilian counsel to Lundin with a team that includ- ed Andre Carvalho, Pedro Garcia, Cintia Andrade, Carolina Bastos, Pedro Katz and Maria Cecilia Vieira (Corporate). Loyens & Loeff acted as Dutch counsel to Lundin with a team that included Char- lotte Rozendaal, Roel Fluit, Carola van den Bruinhorst, Amit Havenaar and Stijn Werdmolder (Corporate). MCINNIS CEMENT COMPLETES FINANCING FOR $1.5-B CEMENT PLANT AND MARINE TERMINALS PROJECT CLOSING DATE: JULY 2, 2019 On July 2, 2019, McInnis Cement closed a $500-million private capital refinan- cing $1.5-billion project to build a cement plant and several marine terminals and BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE 15 Total Deals Published

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