18 LEXPERT MAGAZINE
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NOVEMBER/DECEMBER 2018
BIG DEALS
across Canada, in the United States and around the globe.
LifeWorks is an employee well-being business which combines em-
ployee assistance, wellness, recognition and incentive programs in the
United States, Canada, Australia and the United Kingdom. Formed
in 2016 as a result of a joint venture between Work Angel Technol-
ogy Ltd. and Ceridian HCM Holding Inc., LifeWorks serves over
4,200 employers across 57 industries. LifeWorks employs a workforce
of more than 500 people, and has access to a worldwide network of
24,000 qualified counsellors, certified coaches and specialized profes-
sionals across a variety of disciplines.
Morneau Shepell was represented in-house by Susan Marsh, Gen-
eral Counsel and Corporate Secretary and James van Wyck, Legal
Counsel, and externally by Seyfarth Shaw LLP in connection with
the acquisition with a team that included Suzie Saxman, Veronica Di-
Camillo, Aaron Gillett, Stephen Gallagher, Rob Hanley (corporate/
M&A) and a team of subject matter experts; and by Goodmans LLP
in connection with the offering and debt financing with a team that
included Tim Heeney, Brenda Gosselin and Julian Di Bartolomeo
(corporate/securities), Jeffrey Citron and Christopher Payne (bank-
ing) and Ken Saddington (tax).
LifeWorks was represented in-house by Steven Reeves, General
Counsel, and externally in connection with the acquisition by Weil,
Gotshal & Manges LLP with a team that included Shayla Harlev,
Matthew Goulding, Emily Willey and Joe Ferrari (corporate), Marc
Silberberg and Alex Farr (tax), Michael Nissan, Amy Rubin, Jenni-
fer Britz and Daphney Francois (executive compensation & benefits),
Samantha McGonigle and Max Oppenheimer (UK corporate), and
Oliver Walker and Ellie Marques (UK tax); and by Taylor Wess-
ing LLP in the UK with a team that included Mike Turner, David
Bates and Alexandra Richardson (corporate), Ann Casey (employee
incentives) and Joe Aiston (employment); and by Goodmans LLP in
Canada with a team that included Jon Feldman, Brad Ross and Jamie
van Diepen (corporate/M&A), Carrie Smit and Michael Royal (tax),
Susan Garvie (employment) and Amalia Berg (IP).
e Underwriters were represented by Torys LLP with a team
that included Kevin Morris, Brett Saulnier and Hongyi Geng (cor-
porate/securities).
National Bank of Canada was represented by McCarthy Tétrault
LLP with a team that included Marjolaine Hémond Hotte, Justin
Lapedus, Vanessa Chung and Richard Higa (financial services).
SOUTH32 LTD. ACQUIRES
ARIZONA MINING INC.
CLOSING DATE: AUGUST 10, 2018
On August 10, 2018, South32 Ltd. (South32) acquired all of the is-
sued and outstanding common shares of Arizona Mining Inc. (Ari-
zona Mining) not already owned by South32 or its affiliates for cash
consideration of $6.20 per share by way of a statutory plan of arrange-
ment pursuant to the Business Corporations Act (British Columbia).
e transaction ascribed a total equity value of approximately $2.1
billion to Arizona Mining.
South32 is a globally diversified mining and metals company that
produces bauxite, alumina, aluminium, energy and metallurgical
coal, manganese, nickel, silver, lead and zinc at its operations in Aus-
tralia, Southern Africa and South America. It is now the owner of
the high-grade zinc-lead-silver Hermosa project and prospective land
package in North America, and has several partnerships with junior
explorers with a focus on base metals.
Arizona Mining was a junior resource company focused on the ex-
ploration and development of the Hermosa Project located in Santa
Cruz County, Arizona. e Hermosa Project comprises the Taylor
Deposit, a zinc, lead and silver resource, and the Central Deposit, a
zinc, silver and manganese resource.
Osler, Hoskin & Harcourt LLP acted as counsel to South32
with a team composed of Emmanuel Pressman, Alan Hutchison,
Alex Gorka and Patrick Sullivan (M&A), Firoz Ahmed, Drew
Morier and Taylor Cao (tax), Michelle Lally (competition), Tommy
Gelbman (litigation), Lynne Lacoursière and Shaun Parker (labour &
employment) and Paul Seraganian (US tax). South32 was also repre-
sented in the State of Arizona by Perkins Coie LLP with a team led
by Christopher omas (environmental).
Davies Ward Phillips & Vineberg LLP acted as lead counsel
to Arizona Mining with a team composed of Peter Hong, Jennifer
Grossklaus, Gilles Comeau and Evan Kenyon (M&A), Paul Lamarre
and Gregg Benson (tax) and Jim Dinning (competition). Farris,
Vaughan, Wills & Murphy LLP acted as special counsel to Arizona
Mining in the Province of British Columbia with a team composed of
Jay Sujir, Lyndsay Schooley and Verlee Webb (corporate) and Teresa
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