The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.
Issue link: https://digital.carswellmedia.com/i/133445
16 FOREIGN INVESTMENT "THE EXXONS OR TOTALS MAY FEEL THAT THEY'RE NO LONGER GOING TO HAVE THE COMPETITION THEY WOULD HAVE FROM THE CHINESE OR KUWAIT OR SOME OF THE OTHER STATE-OWNED ENTERPRISES THAT MIGHT OTHERWISE BE COMPETING FOR AN ACQUISITION, SO THAT PRICING MAY NOT BE AS ROBUST." it co en as so so an WHEN PRIME MINISTER Stephen Harper announced that China National Offshore Oil Corporation would be allowed to proceed with its $15.1-billion sale of Nexen Inc. late last year, he said his government was putting new rules in place to make sure it marked "not the beginning of a trend, but the end." The question is: will it be the end of more than the government bargained for? The revisions to the Investment Canada Act haven't received anywhere near the same level of media or political scrutiny as the Nexen deal itself (or the simultaneous $5.2-billion takeover of Progress Energy Resources Corp. by Malaysia's state-owned Petronas). That may be a mistake. They could shape valuations and deals in Canada's oil sands for years to come. The new regime recognizes two distinct classes of buyer on foreign take-overs, and treats them differently. The first is foreign private companies, who will see the threshold for review rise to $1 billion in enterprise value. But state-owned entities, or SOEs – created by foreign governments to take part in commercial activities – have a threshold of $344 million. Anything above that will trigger review to determine whether the sale is of net benefit to Canada. And when it comes to the oil sands, control bids will be permitted only in "exceptional circumstances." The new regime changes the deal landscape, says Garth Girvan, a senior M&A partner at McCarthy Tétrault LLP in Toronto. "If I'm a major Alberta player with oil sands assets, who might somehow be looking to an M&A transaction down the road, the universe of potential buyers is probably smaller than S o fo te m si en 2 it fo it th p st LEXPERT® RANKED LAWYERS RANKED LAWYERS Gamble, Ian J. Gans, Michael Thorsteinssons LLP (604) 602-4290 gamble@thor.ca Blake, Cassels & Graydon LLP (416) 863-2286 michael.gans@ blakes.com Mr. Gamble's tax practice focuses on corporaterelated matters in the telecom, real estate, mining, and oil and gas industries. He taught at UBC's law faculty, and speaks and writes regularly. He is the author of Taxation of Canadian Mining. ROB.indd 16 Mr. Gans's practice primarily involves advising on domestic and cross-border merger & acquisition transactions. He also frequently acts for financial sponsors in leveraged transactions. Geraghty, Sharon C. Gibson, QC, Brock W. Girvan, Garth (Gary) M. Torys LLP (416) 865-8138 sgeraghty@torys.com Blake, Cassels & Graydon LLP (403) 260-9610 brock.gibson@ blakes.com McCarthy Tétrault LLP (416) 601-7574 ggirvan@mccarthy.ca Ms. Geraghty is a senior partner in Torys' M&A Group. Practises M&A, corporate governance and securities law, with an emphasis on complex public and private acquisition transactions. Chair and partner. Mr. Gibson's practice focuses on mergers and acquisitions, corporate finance, private equity and restructuring transactions. His experience includes acting as lead counsel on numerous mergers and acquisitions and public offerings. Mr. Girvan offers extensive experience in M&A and corporate finance. He advises the firm's major corporate and financial institutions and investment banking clients. Has broad familiarity with cross-border financing and acquisitions. Glass, Jeff Go Blake, Cassels & Graydon LLP (416) 863-4162 jeff.glass@blakes.com Cas Bla (41 jgol cas Mr. Glass advises leading investment dealers, financial institutions and wealth management companies on public financings, governance and regulatory matters, with extensive experience in the structuring and regulation of structured products. 13-04-23 12:06 PM Mr. and prac stru M&A vent tran incl inve advi min