10 LEXPERT MAGAZINE
|
MARCH 2019
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
Illinois, has operations in 35 countries,
and offers client service capabilities in
more than 150 countries around the world
through a network of correspondent bro-
kers and consultants.
GBS Canada's legal team was led by Sa-
mantha Alfonzo, Chief Legal Officer, with
assistance from a Fasken Martineau Du-
Moulin LLP team led by Wojtek Baraniak
(M&A/Corporate/Insurance Regulatory),
that included Elyse Velagic, Jack Yu and So-
phie MacRae (M&A/Corporate).
Accompass was represented by Devry
Smith Frank LLP with a team led by Dan
Rothberg (M&A/Corporate) that included
Jim Proskurniak and Marly Peikes (M&A/
Corporate), as well as Marty Rabinovitch
and Shawna Sosnovich (Employment).
ALITHYA GROUP COMPLETES
BUSINESS COMBINATION
AND PRIVATE PLACEMENT
BETWEEN ALITHYA AND
EDGEWATER TECHNOLOGY
CLOSING DATE: NOVEMBER 1, 2018
On November 1, 2018, Alithya Group Inc.
a Québec private corporation, announced
the successful completion of the previously
announced business combination between
Alithya and Edgewater Technology, Inc., a
Delaware corporation listed on the NAS-
DAQ Global Market.
On October 30, 2018, Alithya closed
its previously announced bought deal
private placement where an aggregate of
11,736,055 subscription receipts were is-
sued at a price of $4.50 per subscription
receipt for estimated gross proceeds of ap-
proximately $52.8 million.
e Offering was completed through a
syndicate of underwriters led by Desjardins
Capital Markets, and including GMP Secu-
rities L.P., National Bank Financial Inc. and
Echelon Wealth Partners Inc.
Alithya is a leader in digital strategies and
technologies in North America, offering
information technology and management
consulting services. Founded in 1992, it
employs approximately 2,000 professionals
in Canada, the United States and Europe.
Edgewater is a publicly traded business
and IT consulting firm with nearly 400 ex-
perts across the United States specializing
in the implementation of Microso and
Oracle enterprise and cloud solutions.
Alithya was represented in-house by Na-
thalie Forcier and Marc Cantin, with Os-
ler, Hoskin & Harcourt LLP representing
Alithya in both Canada and the US with a
team consisting of Shahir Guindi, François
Paradis, Jason Comerford, Jeremy Bris-
set, Jie Chai and Jean-Philippe Bertrand
(Corporate & Securities), Bastien Gauth-
ier (Corporate Finance), Paul Seraganian,
Alain Fournier and Jean-Philippe Dionne
(Tax), and Fabrice Benoit and Julien
Hynes-Gagné (Litigation) with respect to
the Arrangement.
Edgewater was represented in the US
by Patrick Berry of McDonald Hopkins
LLC and by John Chambliss and Daniel
Janis of Davis, Malm & D'Agostine, P.C.
Irwin Greenblatt (Corporate & Securi-
ties) and Matthew Norris (Corporate) of
Fogler, Rubinoff LLP represented Edge-
water in Canada.
Counsel to the underwriters for the pri-
vate placement was McCarthy Tétrault
LLP with a team consisting of Philippe
Leclerc, Charles-Antoine Soulière, Annie
Poirier-Simard and Isabelle Pépin-Lapointe.
INVESQUE INC.
COMPLETES US$50M
BOUGHT DEAL OFFERING
CLOSING DATE: AUGUST 24, 2018
Invesque Inc. (TSX:IVQ.U) ("Invesque")
completed an offering of US$50 million
aggregate principal amount of 6.00% con-
vertible unsecured subordinated deben-
tures of Invesque due September 30, 2023.
e offering was underwritten by a syndi-
cate of underwriters led by BMO Capital
Markets, National Bank Financial Inc.
and CIBC Capital Markets and included
Canaccord Genuity Corp., Scotia Capital
Inc., Raymond James Ltd., TD Securities
Inc., Echelon Wealth Partners Inc., Indus-
trial Alliance Securities Inc. and Desjardins
Securities Inc.
Invesque Inc. is a North American health
care real estate company with a growing
portfolio of high quality properties located
in the United States and Canada and oper-
ated by best-in-class senior living and care
operators primarily under long-term leases
and joint ventures.
Invesque was represented in-house by
Azin Lotfi, General Counsel, and externally
by Goodmans LLP with a team that was
led by Jon Northup and Mark Spiro and
included Matt Prager and Bryan Flatt (Se-
curities), and Michael Royal (Tax).
e Underwriters were represented by
Blake, Cassels & Graydon LLP with a
team that included Will Fung, Eric Mon-
cik, Raees Nakhuda and Andrew Wang
(Securities), and Paul Stepak and Josh
Jones (Tax).
Oil & Gas Oil & Gas Oil & Gas
ALTAGAS ACQUIRES 50%
INTEREST IN BLACK SWAN
AITKEN CREEK GAS PROCESSING
PLANTS AND PROCESSING,
TRANSPORTATION, AND
MARKETING AGREEMENTS
CLOSING DATE: OCTOBER 2, 2018
On October 2, 2018, AltaGas acquired a
50% ownership interest in certain existing
and future natural gas processing plants in
the Aitken Creek area from Black Swan En-
ergy Ltd.
Stikeman Elliott LLP acted for AltaGas
Ltd. in this transaction as well as related
joint venture processing, transportation
and marketing agreements, that also in-
clude new AltaGas liquids handling infra-
structure, for a total capital investment by
AltaGas of approximately $230 million.
e Stikeman Elliott legal team consist-
ed of Kurtis Reed, Fred Erickson, Stephen
Wintermute (Commercial), Susan Hutton
and Jessica Rutledge (Competition), Julie
D'Avignon and Kevin Guenther (Tax), Ra-
chel Hutton and Daniel Yip (Real Estate),
and Leland Corbett (Banking & Finance).
Norton Rose Fulbright Canada LLP
acted for Black Swan Energy Ltd. in this
transaction as well as with respect to related
joint venture processing, transportation
and marketing agreements. e Norton
Rose Fulbright legal team consisted of Kev-
in Johnson, Ryan Keays, omas Collopy
