Lexpert Special Editions

Special Edition on Corporate -June 2015

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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Vettese, John P. Cassels Brock & Blackwell LLP (416) 869-5336 jvettese@casselsbrock.com Mr. Vettese's corporate fi nance and M&A practice focuses on the mining, technology and diversifi ed industries sectors. He advises domestic and cross-border emerging and mid-market companies making their way through the public markets. Wasserman, Marc Osler, Hoskin & Harcourt LLP (416) 862-4908 mwasserman@osler.com Mr. Wasserman practises in the areas of corporate restructuring, fi nancial services and private equity. He has been involved in many complex corporate recapitalizations, reorganizations, restructurings, lending transactions and related matters. 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's practice emphasizes corporate reorganizations, fi nancial products and structures, and cross-border taxation matters. He frequently writes and speaks on the GAAR. Waitzer, Edward J. Stikeman Elliott LLP (416) 869-5587 ewaitzer@stikeman.com Advises on complex business transactions, public policy and governance matters. Former OSC and fi rm chair. Professor (endowed Chair) and Director of Hennick Centre for Business and Law at Osgoode Hall and Schulich School of Business, York University. Weisz, Jonathan B. Torys LLP (416) 865-8157 jweisz@torys.com Mr. Weisz's practice includes both developer and lender mandates on energy, mining and infrastructure projects. He has worked on transactions across Canada and internationally. Wong, Tracy L. Cox & Palmer (506) 863-1137 twong@coxandpalmer.com Ms. Wong practises in all areas of corporate and commercial law, commercial real estate as well as focusing on fi nancing and estate planning. She is based in Cox & Palmer's Moncton, New Brunswick, offi ce. Raab (life sciences transactions and part- nering ); Ivor Elrifi (intellectual property); Mark Windfeld-Hansen, Mark Hrenya and Jeremy Naylor (tax); Renee Deming (compensation and benefi ts); and Francis Fryscak (antitrust matters); and by Cana- dian counsel Lawson Lundell LLP, with a team led by Valerie Mann and including Stuart Breen and Aaron Lightman (M&A, corporate and securities, foreign invest- ment). Roivant Sciences Ltd., the largest stockholder of OnCore, was represented by White & Case LLP, with a team that included Sang Ji and Chang-Do Gong (M&A) and Stephanie Gentile (tax). INTERFOR COMPLETES ACQUISITION OF SIMPSON SAWMILLS AND ISSUANCE OF COMMON SHARES Closing date: March 2, 2015 On March 2, 2015, Interfor Corporation completed an acquisition of four sawmills from Simpson Lumber Company, LLC. Interfor purchased the four mills for US$94.7 million plus working capital and contingent future payments. ! e purchase of the sawmills in Washington, Georgia and South Carolina are key to Interfor's growth strateg y and fi rmly establishes its presence in the US. To partially fi nance the acquisition, the Company completed a bought deal pub- lic off ering led by RBC Capital Markets and Raymond James and including BMO Capital Markets, CIBC World Mar- kets, Scotia Capital and TD Securities of 3,300,000 subscription receipts for gross proceeds of $66,330,000. In connection with the completion of the acquisition, each subscription receipt has been auto- matically exchanged, for no additional consideration, for one common share of the Company. Interfor is a growth-oriented lumber company with operations in Canada and the United States. Interfor was represented by Marilyn Mauritz, General Counsel and Corporate Secretary to the Company. McCarthy Té- trault LLP advised Interfor in connection with the bought deal off ering and certain other matters relating to the acquisition with a deal team consisting of Richard Bal- four, Robin Mahood, Fleur Heck, Mau- reen Gillis and Liezl Behm. Simpson Lumber Company, LLC was represented by Betsy Stauff er, Vice Presi- dent and General Counsel, and Lane Powell PC, Seattle, WA, with Mike Dw- yer as the lead on the transaction. Wom- ble, Carlyle Sandridge & Rice LLP pro- vided representation to Simpson on local issues in the US Southeast. ! e underwriting syndicate was rep- resented by Farris, Vaughan, Wills & Murphy LLP with a deal team consist- ing of Trevor Scott, Matthew Smith, Ron Dueck (tax), Arik Broadbent and Michael Rawluk. WATERTON ACQUIRES CHAPARRAL GOLD Closing date: February 18, 2015 Waterton Precious Metals Fund II Cayman, LP, through a wholly owned subsidiary, ac- quired Chaparral Gold Corp., on Febru- ary 18, 2015. ! e acquisition was eff ected under a statutory plan of arrangement pursuant to which holders of Chaparral common shares received $0.61 in cash for each common share. ! e transaction was valued at approximately $72 million. Waterton was represented internally by Kamal Toor, Aaron Wolochatiuk and David Toff oli. Waterton was represented by Stikeman Elliott LLP as external counsel with a team that included Curtis Cusinato, Sean Vanderpol, Paul Rakowski and Brandon Hoff man (M&A), John Lorito and Katy Pitch (tax) and David Brown, Samaneh Hosseini and Genna Wood (litigation). Chaparral was represented internally by Nick Appleyard, Steve Kay and Scott Brunsdon. Chaparral was represented by Axium Law Corporation as external counsel with a team that included Rod McKeen, Morgan Hay, Linda Chow and Helen Racic (M&A). BIG DEALS | 37

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