36 LEXPERT
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2019
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WWW.LEXPERT.CA
Waitzer, Edward J. Stikeman Elliott LLP
(416) 869-5587 ewaitzer@stikeman.com
Mr. Waitzer is Head of the Corporate Governance Group and a former Chair of
the firm. His practice focuses on complex business transactions, public policy
and governance matters. He is a Professor and holds a Chair at Osgoode Hall
Law School and the Schulich School of Business, a fellow of the American
College of Governance Counsel and a Senior Fellow at the C.D. Howe Institute.
Wagner, Melaney Goodmans LLP
(416) 597-4258 mwagner@goodmans.ca
Ms. Wagner's practice focuses on commercial insolvency, restructuring,
bankruptcy and financial services. She has participated in significant
Canadian and cross-border commercial matters and restructurings, with
experience in recapitalizations, arrangements under the CBCA, commercial
financing transactions, receiverships and CCAA restructurings.
Voore, Mihkel E. Stikeman Elliott LLP
(416) 869-5646 mvoore@stikeman.com
Mr. Voore is a partner in the Capital Markets, Securities and Mergers
& Acquisitions Groups. His practice focuses on corporate and securities
law, specializing in mergers & acquisitions, corporate finance, corporate
governance and contested shareholder meetings. He is a former Co-Chair
of the Securities Group and the former Chair of the Corporate Finance Group
in the Toronto office.
Vaux, Robert Goodmans LLP
(416) 597-6265 rvaux@goodmans.ca
Mr. Vaux practises corporate/securities law, focusing on public/private M&A,
corporate finance and governance matters, including proxy contests. He is
Co-Chair of Goodmans' Corporate Securities Group and an Adjunct Professor
at the University of Toronto, Faculty of Law. He has a reputation for assisting
in the structuring of novel and sophisticated transactions and dealing with
complicated issues.
Vanderpol, Sean Stikeman Elliott LLP
(416) 869-5523 svanderpol@stikeman.com
Mr. Vanderpol is Co-Head of the Capital Markets and Public Mergers
& Acquisitions Groups in the Toronto office. His practice is focused on
public companies and mergers & acquisitions, with emphasis on public M&A
transactions (take-over bids, mergers and plans of arrangement), as well
as public corporate finance transactions and public governance
and compliance issues.
Urbani, Michael G. Stikeman Elliott LLP
(604) 631-1340 murbani@stikeman.com
Mr. Urbani is a partner in the firm's Corporate and Securities Groups.
He has a diversified corporate practice focused on corporate finance and
governance, securities and M&As. He acts for private and public entities and
investment dealers in public financings and private placements in Canada
and the US, as well as on take-over bids, and M&As involving public and
private corporations.
LEXPERT-RANKED LAWYERS
en Constellation Brands made its invest-
ment in Canopy Growth, which raised the bar
and saw loy valuations, says Belovich. "e
cannabis industry itself is [still] coming into
its earnings," he explains, "then Constellation
comes in and resets the bar regarding value."
Regulatory proceedings, then a take-over bid
by Aurora under the new regime, "and crazy
volatility in the marketplace, and overnight, the
value is swinging in the millions of dollars."
At the end of the day, Aurora increased its bid
significantly and put in some more cash in ad-
dition to shares. "e valuation and price was
so compelling, that ultimately it was in the best
interest of the shareholders," says Belovich, and
CanniMed's board could approve the deal.
e Constellation deal had a significant impact
on the Aurora-CanniMed transaction and others,
he adds.
Emmanuel Pressman of Osler, Hoskin & Har-
court LLP's Toronto office, who acted for Con-
stellation Brands in its investment in Canopy
Growth, explains the rationale behind the deal.
ree years ago Constellation had sold its Cana-
dian wine business to the Ontario Teachers' Pen-
sion Plan, a deal "designed to unlock value and
capitalize on investment, and reallocate resources"
to its Mexican breweries, premium label spirits
and other products. About a year later, "in what's
otherwise a slow-growth business," Constellation
started looking around and saw Canada's growth
in the cannabis sector. e first deal, a 9.9-per-cent
investment for about $250 million, with the abil-
ity to get up to 20 per cent, was conducted, and a
year aer that decided to make a much more ma-
terial and meaningful investment in the company:
the controlling $4-billion investment.
Although Constellation was interested in
Canopy Growth with a view to creating infused
beverages and other edible products, "that's not
the only driver behind the investment," says Press-
man. "ey were interested in exploring a new cat-
egory that was a potential competitor to alcohol.
e cannabis players are positioning themselves as
a … threat to alcohol."
Shiing trends in consumer habits, such as
the move from drinking coffee to energy drinks
among young people, forecasts a potential con-
"THE CANNABIS INDUSTRY
ITSELF IS [STILL] COMING
INTO ITS EARNINGS, THEN
CONSTELLATION COMES
IN AND RESETS THE BAR
REGARDING VALUE."
- DONALD BELOVICH,
STIKEMAN ELLIOTT LLP
