6 LEXPERT MAGAZINE
|
APRIL 2019
GTY TECHNOLOGY ACQUIRES
BONFIRE INTERACTIVE LTD.,
QUESTICA INC. AND QUESTICA
USCDN INC.
TRANSACTION VITALS
Announced: 9/12/2018
Closed: 2/19/2019
Transaction Type: SPAC acquisition
Total Value: US$365 million
ALLAN BRONSTEIN
TORKIN MANES LLP
(FOR QUESTICA AND
QUESTICA USCDN)
JOHN LEOPOLD
STIKEMAN ELLIOTT LLP
(FOR GTY IN CANADA)
JAMES SMITH
LABARGE WEINSTEIN LLP
(FOR BONFIRE)
On February 19, 2019, GTY Technology
Holdings Inc. ("GTY"), a special purpose
acquisition company traded on the NAS-
DAQ and which was formed to consum-
mate a business combination with estab-
lished government technology companies,
acquired Bonfire Interactive Ltd. ("Bon-
fire"), Questica Inc ("Questica") and Ques-
tica USCDN Inc. ("Questica USCDN").
Bonfire, Questica and Questica USCDN
will join four other companies acquired by
GTY to form a new publicly traded com-
pany ("New GTY").
As a result of these acquisitions, New
GTY's business now focuses on operating a
broad suite of digital government technol-
ogy platforms tailored to municipal, coun-
ty and state/provincial customers.
In total, GTY paid US$365 million in
cash and stock, plus an aggregate earn-out
consideration of up to US$132 million in
cash and stock to acquire the six compa-
nies. Holders of Questica and Questica
USCDN shares received, pursuant to a
share-purchase agreement between GTY
and Questica and Questica USCDN, a
mix of cash and exchangeable shares of a
Canadian vehicle which may be exchanged
for shares of New GTY common stock.
Pursuant to a plan of arrangement un-
der the Business Corporations Act (On-
tario), holders of Bonfire common shares,
preferred shares, options and warrants
received a pro rata portion of cash and eq-
uity, paid in either exchangeable shares of a
Canadian entity which may be exchanged
for shares of New GTY common stock or
shares of New GTY common stock direct-
ly, along with earnout payments to be paid
50/50 in cash and stock.
Stikeman Elliott LLP acted for GTY
with a legal team consisting of John Leo-
pold, Ben Hudy, Brad Ashkin, Antoine
Champagne, Prateek Gupta and Spencer
Bonetti (M&A/Securities), Frank Ma-
thieu and Philippe Kattan (Tax), Jonathan
Aurebach (IP), David Elder and Michael
Rosenstock (Privacy), Jeffrey Brown and
Megan MacDonald (Competition), Larry
Cobb (Environmental), Mario Paura and
Alexandra Peng (Real Estate), Natasha
vandenHoven and Allyson Marta (Ben-
efits), Kelly O'Ferrall and Kris Noonan
(Employment), and Connie Scott, Nata-
sia Goldberg, Jennifer Watt and Melanie
Mohr (Corporate Services).
Winston & Strawn LLP acted for
GTY with a legal team of Jason Osborn,
Joel Rubinstein, Elliott Smith, Yael Steiner,
Bryan Smith, Sarah Ross, Ben Liss, Matt
DuWaldt, John Secaras and Taylor Weaver.
Proskauer Rose LLP acted for GTY on
employment law matters with a legal team
of Gary Tashijan and Ira Bogner.
Torkin Manes LLP acted for Questica
and Questica USCDN with a legal team of
Allan Bronstein, Kay Leung, Adrian My-
ers, Yale Hertzman and Nicholas Dempsey.
LaBarge Weinstein LLP acted for
Bonfire with a legal team of James Smith,
Laura Venasse, Gisèle Salazar, Estelle Duez
and Zack Caverson.
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
E-Commerce Construction & Engineering
Consumer Staples
AIR CANADA COMPLETES
$2.4B ACQUISITION OF AIMIA'S
AEROPLAN LOYALTY BUSINESS
CLOSING DATE: JANUARY 10, 2019
On January 10, 2019, a consortium con-
sisting of Air Canada, Toronto-Dominion
Bank ("TD"), Canadian Imperial Bank
of Commerce ("CIBC") and Visa Canada
Corp. ("Visa") announced the successful
closing of its purchase of Aimia Canada
Inc., owner and operator of the Aeroplan
Loyalty Business, from Aimia Inc. Air
Canada also confirmed that Aeroplan
Members' Miles will be honoured on a
one-to-one basis in Air Canada's new loy-
alty program when it launches in 2020.
e aggregate purchase price for the ac-
quisition consists of $450 million in cash
plus $47 million in cash for pre-closing
adjustments. e pre-closing adjustments
relate to lower net liabilities assumed than
projected. In addition, approximately $1.9
billion in liabilities were assumed by Air
Canada as part of the transaction.
Fasken Martineau DuMoulin LLP
represented Air Canada with a team co-led
by Claude Jodoin (Tax) and Neil Kravitz
(M&A) that included Stephen Clark and
Kathleen Butterfield (Financial Institu-
tions, Commercial-Credit Card and Loy-
alty Negotiations and Agreements), Con-
stantinos Ragas, Frédérique Tremblay and
BIG DEALS CORPORATE TRANSACTIONS OF IMPORTANCE
DEALS
SNAPSHOT
Corporate Finance
21
Mergers and Acquisitions
21
Cross-border Transactions
21
15
Total Deals Published
