Lexpert Magazine

July/August 2017

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/854329

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Page 17 of 71

18 LEXPERT MAGAZINE | JULY/AUGUST 2017 BIG DEALS DEALS ANALYSIS 19 19 Total Deals Published 8 Corporate Finance 21 11 Mergers & Acquisitions 21 8 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 11/24/2016 CLOSED: 4/27/2017 TECHNIQUE: UNSOLICITED TAKEOVER ATTITUDE: HOSTILE ACQUIRER TYPE: DOMESTIC ACQUIRER SOUGHT: 100% NICHOLAS FADER BENNETT JONES LLP (FOR TOTAL) ALYSON GOLDMAN BURNET, DUCKWORTH & PALMER LLP (FOR SAVANNA) Total Energy Services Inc. (Total), a diversified oilfield services com- pany based in Calgary, commenced an offer (the Offer) to purchase all of the outstanding common shares (Savanna Shares) of another Calgary-based oilfield services company, Savanna Energy Services Corp. (Savanna). e transaction was completed by way of an unsolicited takeover bid on December 9, 2016. On March 1, 2017, Total filed a Notice of Change and Notice of Variation to the Offer to, among other things, increase the consid- eration payable for each Sa- vanna Share to 0.1300 of a Total common share and $0.20 in cash per Savanna Share. On March 9, 2017, Savanna announced that it had entered into an agreement with another publicly traded oilfield services company whereby such company would acquire all of the Savanna Shares pur- suant to a plan of arrangement. Notwithstanding this competing transaction, on March 24, 2017, Total acquired 60,952,797 Savanna Shares under the Offer, repre- senting approximately 51.6 per cent of the total number of outstand- ing Savanna Shares, and extended the Offer to April 7, 2017 (in ac- cordance with Canadian securities laws). In a press release dated March 27, 2017, Savanna acknowledged To- tal's announcement. All of the directors of Savanna, with the exception of Allen Brooks, resigned as directors of Savanna, effective April 5, and seven new di- rectors were appointed. e Offer was subsequently extended to April 27, 2017. At the expiry of the Offer on April 27, 2017, Total owned approxi- mately 86 per cent of the issued and outstanding Savanna Shares, which included Savanna Shares taken up by Total under the Offer and Savanna Shares purchased in market transactions by Total aer commencement of the Offer. On May 18, 2017, Savanna announced the appointment of Lyle Whitmarsh as President of Savanna, effective June 1, 2017. e Offer represents the first successful hostile takeover under the new Canadian takeover bid regime, which was implemented in May 2016. Total was represented in-house by Cam Danyluk, Vice Presi- dent, Legal and General Counsel. Bennett Jones LLP acted as external legal counsel to Total, with a team including Nicholas Fader, Jeff Kerbel, John Piasta, Juliamai Giffen and Kris Simard (public markets), Greg Johnson (tax) and Beth Riley (competition). Paul, Weiss, Riind, Wharton & Garrison LLP provided US securities law advice to Total. e Paul, Weiss team was composed of Christopher Cummings, Aaron Abramson, David Mayo and Maya Linderman (tax). Burnet, Duckworth & Palmer LLP acted as external legal counsel to Savanna with a team including Alyson Goldman, Steve Cohen, Bronwyn Ink- ster, Nigel Behrens and Ri- ley O'Brien (securities), Jeff Sharpe and Andrew Sunter (litigation), Kirk Lamb (tax), Alicia Quesnel (competition), and Katherine Pybus and Ni- cole Chorley (banking). COMPILED BY GENA SMITH Oil & Gas TOTAL ENERGY SERVICES' UNSOLICITED TAKEOVER OF SAVANNA ENERGY SERVICES

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