Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.
Issue link: https://digital.carswellmedia.com/i/1544329
36 www.lexpert.ca Canadian Law Awards M&A DEAL OF THE YEAR THE M&A Deal of the Year category fea- tures some of the largest and most strate- gically significant transactions in Canada, spanning energ y consolidation, renewable energ y, mining royalties, security-sector recapitalizations, and cross-border fuel dis- tribution. ese deals reflect the expertise required to navigate hostile bid dynam- ics, regulatory complexity, and multi-bil- lion-dollar structuring in a year shaped by tariff uncertainty. e largest deal is Whitecap Resources' $15 billion merger with Veren, creat- ing Canada's seventh-largest oil and gas producer and the largest landholder in Alberta's Montney and Duvernay regions. Negotiated at the height of US-imposed tar- iff uncertainty, the deal kick-started a wave of energy M&A. Blakes, led by Chad Schneider, acted for the Veren special committee. Norton Rose Fulbright Canada LLP, led by Justin Ferrara, served as counsel to Veren, and Burnet, Duckworth & Palmer LLP, with Jeff Oke as counsel, advised Whitecap. standing common shares acquired at $13.75 per share and all preferred shares at $25 per share, with approximately 20 percent of invest- ed capital syndicated to institutional co-in- vestors, including Investissement Quebec, Desjardins Global Asset Management, and 14 Swiss institutions. e deal required re- tiring preferred shares and convertible de- bentures, repaying corporate-level debt, and structuring a management incentive plan using a carried-interest-style formula rarely seen in Canadian public company transac- tions. Fasken acted for La Caisse, McCarthy Tétrault served as counsel to Innergex, Norton Rose Fulbright Canada advised the Innergex special committee, and Osler, led by Niko Veilleux, acted for the Innergex management group. Vincent Fren- ette led the Borden Ladner Gervais LLP team as counsel to the Toronto-Dominion Bank, and Blakes, led by Julien Michaud, advised Investissement Quebec e contest for MEG Energ y produced one of the year's most dramatic takeover battles. Strathcona Resources launched a $6 billion hostile bid in May 2025, culminat- ing in a friendly arrangement with Cenovus Energ y. Aer multiple amendments and a six-month battle, the $8.6 billion transac- tion closed at $30 per share, a 47 percent premium and the highest valuation ever paid for a pure-play oil sands producer. e deal featured novel techniques, including Cenovus voting MEG shares acquired aer the record date, an asset transaction with Strathcona to secure its support, and a vol- untary majority-of-minority vote. Burnet, Duckworth & Palmer, with Grant A. Zawalsky, served as counsel to MEG, while Norton Rose Fulbright Canada, led by Jus- tin E. Ferrara, advised the special commit- tee. McCarthy Tétrault served as counsel to Cenovus. Blakes, led by Kevin Kerr and Olga Kary, represented Strathcona, with Torys as counsel to the special committee of independent directors. Borden Ladner Gervais, led by Colin Cameron-Vendrig Parkland Corporation's $13 billion sale to Sunoco LP was among the most complex cross-border energy transactions of the year. Negotiated during a heated proxy contest with a significant shareholder, the arrangement agreement included a takeover bid toggle to prevent any single shareholder from blocking the deal. Parkland shareholders received con- sideration through SunocoCorp LLC, a new- ly created publicly traded Delaware entity. e transaction required bespoke public-interest commitments relating to Canadian employ- ment and continued investment in assets, in- cluding the Burnaby refinery. Torys served as lead counsel for Parkland's special committee. Norton Rose Fulbright acted for Parkland, and Stikeman Elliott, led by John Ciardullo, rep- resented Sunoco. McCarthy Tétrault, led by Jason Gudofsky, advised Parkland Corporation on filings under the Competition Act and the Investment Canada Act. La Caisse's $10.2 billion acquisition of Innergex Renewable Energy, the largest equity investment in La Caisse's history, saw all out-