Lexpert Special Editions

Corporate Law June 2014

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.

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38 | BIG DEALS Lexpert Special Edition Weinberger, David Stikeman Elliott LLP (416) 869-5515 dweinberger@ stikeman.com Mr. Weinberger focuses on mergers & acquisitions (public and private), capital markets transactions and securities matters, advising on hostile and negotiated M&A and proxy transactions, IPOs and other off erings, and governance and disclosure issues. Wilkie, J. Scott Blake, Cassels & Graydon LLP (416) 863-2948 scott.wilkie@blakes.com Mr. Wilkie practises international, corporate and fi nancial transaction taxation, as well as transfer pricing and tax policy. International Fiscal Association Permanent Scientifi c Committee Member, former Canadian Tax Foundation Chair. Wooder, Bob J. Blake, Cassels & Graydon LLP (604) 631-3330 bob.wooder@blakes.com Mr. Wooder advises on M&A and corporate fi nance transactions. Recently, he advised Capstone Mining in connection with the $710-million acquisition of Far West Mining and Aurizon in connection with the $750-million hostile bid by Alamos. Weizman, Michael McCarthy Tétrault LLP (416) 601-7793 mweizman@mccarthy.ca Mr. Weizman focuses on the fi nancing, development, restructuring and acquisition of independent power projects and electrical utilities. He advises lenders, investors and developers on global wind, co-generation, hydro and biomass projects. Wilson, James R. Wilson & Partners LLP (416) 869-2988 james.r.wilson@ca.pwc.com Founding partner of PwC Canada's affi liated tax law fi rm. Mr. Wilson'spractice emphasizes corporate reorganizations, fi nancial products and structures and cross-border taxation matters. He frequently writes and speaks on the GAAR . Woollcombe, David E. McCarthy Tétrault LLP (416) 601-7555 dwoollcombe@ mccarthy.ca Mr. Woollcombe is a partner who specializes in M&A and corporate transactions. He also advises on proxy fi ghts, governance and contested matters. He regularly represents issuers and investment dealers in capital markets transactions. LEXPERT ® RANKED LAWYERS Petrominerales was represented by an in-house team of Andrea Hatzinikolas and James Maclean, with assistance from McCarthy Tétrault LLP and Torys LLP. " e team from McCarthy Tétrault included James Pasieka, Douglas Yoshida, Tom Cotter, Mark Franko, Xiaodi Jin and Jeremy Busch-Howell (M&A and corporate) and Oliver Borgers (compe- tition). " e team from Torys included Janan Paskaran, Tony Cioni and Yvan Moquin (M&A and corporate); Kevin Fougere (lending ), Chris Roehrig (US securities), Craig Maurice and Richard Johnson (Canadian tax), and James Gua- diana and David Mattingly (US tax). " e purchasers of the US notes were represented in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team led by Alejandro Lazzeri and An- drea Nicolas; and in Canada by Osler, Hoskin & Harcourt LLP with a team of Rob Lando, Michael Hart, Evan Low and Justin Lang (corporate fi nance) and Gregory Wylie (tax). AMETEK ACQUIRES CREAFORM Closing date: October 30, 2013 NOVACAP Technologies III L.P. and Desjardins Venture Capital Inc. com- pleted the sale of Creaform Inc., to AME- TEK, Inc. a leading global manufacturer of electronic instruments and electro- mechanical devices for approximately US$120 million. Novacap and Desjardins Venture Capi- tal made their original investment in Cre- aform in 2009. McMillan LLP acted as legal coun- sel to the sellers with a team of Charles Chevrette, Enda Wong and Maya Da- moun (corporate); Elisa Henry (IP), Pierre-Christian Hoff man (corporate) and Michel Ranger and Carl Irvine (tax). " e AMETEK team was led by its General Counsel, Robert Feit, and Pat- rick Farris, senior counsel. Deborah Spranger and Matthew Draper of Saul Ewing LLP acted as counsel to AM- ETEK. Dentons Canada LLP acted as Canadian counsel to AMETEK with a team that included Charles Spector and Scott Rozansky (corporate); Christian Létourneau (labour) and Saminda Path- masiri (IP). François Duchesneau and Gilles Ran- court of Norton Rose Fulbright Cana- da LLP acted for certain minority sellers. YANCHANG ACQUIRES NOVUS Closing date: January 20, 2014 Yanchang Petroleum International Lim- ited, through its indirect wholly owned subsidiary, completed the acquisition of Novus Energy Inc., a Calgary-based oil and natural gas company with assets in western Canada. Yanchang Petroleum is a Hong Kong listed public company principally en- gaged in the exploration, exploitation and operation of oil and gas fi elds and refi ned oil wholesale and retail businesses. Shaanxi Yanchang Petroleum (Group) Co. Limited, the fourth largest oil pro- ducer in China, is the largest shareholder of Yanchang and also controls the board of Yanchang. " e acquisition was carried out by way of a statutory plan of arrangement pursuant to which Yanchang indirectly acquired all of the issued and outstand- ing common shares of Novus for $1.18 in cash per share. " e total transaction was valued at approximately $320 million, including $100 million of assumed debt. Yanchang was represented by Borden Ladner Gervais LLP with a team that included Kent Kufeldt, Lily Wang and Robyn Bourgeois (corporate and M&A); Peter Bryan (oil and gas), Colin Mac- Donald (competition and foreign invest- ment) and Jean-Philippe Couture (tax). Novus was represented by Blake, Cas- sels & Graydon LLP with a team that included Scott Clarke, John Eamon, Olga Kary and Alison Desipio (corporate and M&A); Navin Joneja (competition and

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