LEXPERT MAGAZINE
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NOVEMBER/DECEMBER 2018 17
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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6
Health Care
2
Transportation
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials
Media & Entertainment Recreation & Leisure
2
Financials
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce
Consumer Staples
2
Consumer Goods
Consumer Goods Consumer Goods Consumer Goods
nabis with a team led by John Hollinrake.
Stikeman Elliott LLP acted for MedReleaf Corp. with a team
comprising Stewart Sutcliffe, Sean Vanderpol, Sidney Horn, Daniel
Borlack, Katarina Zoricic, Chres Lee, Billy Rosemberg, Peter Buckles
and Patricia Joseph (securities) and Dean Kraus and Jonathan Will-
son (tax), Michael Kilby and Megan MacDonald (competition), Neil
Shapiro (real estate), Andrea Boctor (benefits), and Kathleen Cheva-
lier and Alex Lemoine (employment).
Davies Ward Phillips & Vineberg LLP acted as legal counsel to
shareholders of MedReleaf with a team led by Patricia Olasker and
including Ghaith Sibai.
MORNEAU SHEPELL COMPLETES ACQUISITION
OF LIFEWORKS AND CONCURRENT OFFERING
CLOSING DATE: JULY 27, 2018
Morneau Shepell Inc. (TSX: MSI) (Morneau Shepell) acquired all of
the outstanding shares of LifeWorks Corp. Ltd. (LifeWorks) for a to-
tal purchase price of approximately $426 million, payable in cash and
Morneau Shepell shares.
In conjunction with the acquisition, Morneau Shepell completed
a bought deal offering of 8,701,000 common shares of the Company
(Common Shares), which included the exercise in full of the over-al-
lotment option of 791,000 Common Shares, for total gross proceeds
of $231,011,550, which proceeds were used to fund a portion of the
purchase price payable in the acquisition. e Common Shares have
been issued in lieu of subscription receipts as a result of the closing
of the acquisition occurring contemporaneously with the closing of
the offering.
e offering was underwritten by a syndicate of underwriters co-led
by TD Securities Inc. and National Bank Financial Inc. Pursuant to
the acquisition, the Company also issued 1,194,847 Common Shares
to LifeWorks executives. e balance of the acquisition was financed
pursuant to an amended and restated credit facility (the Amended
and Restated Credit Facility) arranged by National Bank Financial
Inc. and underwritten by National Bank of Canada. e Amended
and Restated Credit Facility amends and restates the Company's pre-
existing $300 million four-year credit facility and provides a $500
million five-year revolving credit facility.
Morneau Shepell is a leading provider of employee and family assis-
tance programs, the largest administrator of retirement and benefits
plans and the largest provider of integrated absence management so-
lutions in Canada. With more than 4,000 employees in offices across
North America, Morneau Shepell provides services to organizations
and the bondholders with a team led by Catherine Doyle that in-
cluded Yannick Beaudoin, Aaron Palmer, Tim Andison, Michael
Bantey, Alain Massicotte, Clementine Sallee, Sebastien Guy, Fabien
Lanteri-Massa, Jean Gagnon, Christine Ferguson, Mahnaz Jan Ali,
Alexis Beaudin Fol, Ted Gotlieb, Yu Li and Emilie Cazes. US legal
advice was provided by Paul, Weiss, Riind, Wharton & Gar-
rison LLP with a team that included Christopher Cummings and
ea Winterton-Perks.
AURORA CANNABIS COMPLETES
US$2.5B ACQUISITION OF MEDRELEAF
CLOSING DATE: JULY 25, 2018
e MedReleaf transaction is the largest merger in the Canadian
cannabis space, and comes only three months aer Aurora completed
what is now the second largest transaction in the Canadian cannabis
space — its acquisition of CanniMed erapeutics, which was valued
at US$852 million or $1.1 billion.
e transaction, which was announced in May 2018, was support-
ed by certain key shareholders of MedReleaf. e friendly all-stock
acquisition was finalized pursuant to a court ordered plan of arrange-
ment in the Ontario Supreme Court of Justice.
e new entity has more than 1,200 employees and is designed to
become the largest Canadian cannabis producer with presence across
Canada and internationally.
MedReleaf is an R&D-driven company focused on the production
of top-quality cannabis and is Canada's most awarded licensed pro-
ducer of medical marijuana.
Aurora Cannabis (TSX:ACB) is one of the world's largest and
leading cannabis companies with sales and operations in 14 countries
across five continents.
Aurora has established a uniquely advanced, consistent and effi-
cient production strategy, based on purpose-built facilities that inte-
grate leading-edge technologies across all processes, defined by exten-
sive automation and customization, resulting in scale production of
high-quality product at ultra-low costs.
McMillan LLP acted as counsel to Aurora Cannabis with a team
led by Desmond Balakrishnan and comprising Cory Kent, Stephen
Wortley, Ravipal Bains, Michael Reid, Morgan McDonald, Lindsay
Dykstra, Maneesha Dhaka, Brandon Deans, Sandra Zhao (securities)
with support from Herb Ono (US securities), Peter Botz and Michael
Friedman (tax), François Tougas and Ryan Gallagher (competition)
and Brett Harrison (litigation).
Dorsey & Whitney LLP acted as US tax counsel to Aurora Can-
