10 LEXPERT MAGAZINE
|
OCTOBER 2019
DEALS
ANALYSIS
Corporate Finance
21
Mergers and Acquisitions
21
Cross-border Transactions
21
AQUILINI GAMECO INC.
TRANSACTION VITALS
Closed: August 30, 2019
Transaction Type: Merger
Total value: n/a
JAY KELLERMAN
STIKEMAN ELLIOTT LLP
WALIED SOLIMAN
NORTON ROSE
FULBRIGHT LLP
On August 30th, 2019 Aquilini GameCo
Inc. completed its previously announced
acquisition of Luminosity Gaming Inc. and
Luminosity Gaming (USA), LLC, as well
as its subsequent amalgamation with J55
Capital Corp. (TSXV: FIVE.P) and ar-
rangement with Enthusiast Gaming Hold-
ings Inc. (TSXV: EGLX).
e transaction, which also included an
acquisition of a non-controlling interest in
the Vancouver Titans esports team, results
in the formation of the leading publicly
traded esports and gaming media organiza-
tion in North America. is is a first of its
kind transaction in esports.
e merged entity is called Enthusiast
Gaming Holdings Inc. ("Enthusiast Gam-
ing"). e resulting issuer's assets include,
among other things, eight esports teams
(including management of the Vancouver
Titans Overwatch League franchise), 40
esports influencers, 100+ gaming media
websites, and 900+ YouTube and Twitch
channels. is represents a significant step
in the development of our gaming and es-
ports practice.
Norton Rose Fulbright LLP advised
Aquilini GameCo Inc. with a team that
was led by Walied Soliman and Robert
Mason, and included Nader Hasan, Cyn-
thia Sargeant, Carole Gilbert, Jenny Ng,
Kathy Snow, Dion Legge, Brian Milne,
Christopher Horte, Todd Schroeder, and
Manny Rivera.
Clark Wilson LLP advised J55 with a
team that included Nafeesa Valli-Hasham,
Virgil Hlus, and Scott McLeod.
Enthusiast was advised by Minden Gross
LLP by Yosef S. Adler, Jessica rower, An-
drew Elbaz and Alexander Katznelson.
Special counsel to Enthusiast was pro-
vided by Stikeman Elliott LLP with a
team that included Jay Kellerman, Mar-
shall Eidinger and Precia Darshan (M&A);
Jonathan Willson (Tax); Alex Rose, Patrick
Corney and Patricia Joseph (Litigation),
Lucy Carruthers (Employment).
*Submitted by Norton Rose Fulbright LLP.
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
VALENER INC. ACQUIRED
BY NOVERCO INC.
FOR A TOTAL ENTERPRISE
VALUE OF APPROXIMATELY
$1.1 BILLION
CLOSING DATE: SEPTEMBER 27, 2019
Valener Inc ("Valener") (TSX: VNR,
VNR.PR.A), the public investment vehicle
of Énergir, L.P. and Noverco Acquisition
Inc. and Noverco Inc. ("Noverco"), the
controlling partner of Énergir, L.P., com-
pleted their acquisition through the sale of
all of the issued and outstanding common
and preferred shares of Valener for a total
enterprise value of approximately $1.1 bil-
lion, including the assumption of existing
indebtedness.
rough its investment in Énergir,
L.P., Valener was offering its sharehold-
ers a solid investment in a diversified
and largely regulated energ y portfolio in
Québec and Vermont.
Miller omson LLP advised Vale-
ner with a team led by Louis Clément
(Corporate/M&A) and including Bruno
Caron, Pierre Soulard and Jean Bernard
Ricard (Capital Markets/Securities),
Francis Dumoulin (Corporate/M&A),
Yves Robillard and Lucie Lanctuit (Com-
mercial Litigation), Nathalie Marchand
(Corporate Tax), Eric Dufour (Competi-
tion), and Adina Georgescu (Administra-
tive and Energ y).
Noverco was advised by McCarthy
Tétrault LLP with a team led by Patrick
Boucher, and including Sonia J. Struthers
and Jessica Rousseau (M&A, Capital Mar-
kets), Dominic errien (Competition),
Fred Purkey and Angelo Discepola (Cor-
porate Tax), Francois Giroux and Gabri-
elle Groulx-Maurer (Litigation), Mathieu
Dubord, Marjolaine Hémond Hotte and
Eve Tessier (Bank Financing ). François
Duquette and Camille O'Carroll of Caisse
de dépôt et placement du Québec also sup-
ported Noverco's interests.
BMO Capital Markets acted as finan-
cial advisor to Valener in connection with
this transaction and was represented by
François Paradis and Bastien Gauthier
(Corporate) from Osler, Hoskin & Har-
court LLP.
TD Securities, being retained as inde-
pendent valuator in accordance with MI
61-101, was advised by Tom Miller of TD
Legal and Howard Levine, Jean Tessier and
Chris Hewat (Corporate/M&A) of Blake,
Cassels & Graydon LLP.
Énergir Inc., as the general partner of
Énergir, s.e.c., acting as external manager
of Valener, was represented by ierry
Dorval, Mathieu R. Deschamps, Pierre-
Olivier Poisson and Caroline Comeau of
Norton Rose Fulbright and by Nathalie
Longval, Félix Turgeon, Anne-Marie
Gauthier and Alexandra Genest of Éner-
gir Inc.
*Submitted by Miller omson LLP.
BIG DEALS
CORPORATE TRANSACTIONS OF IMPORTANCE
15
Total Deals Published
