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/654294
36 LEXPERT MAGAZINE | JANUARY 2013 step, followed by a plan of arrangement in step two to deliver share consideration to TMX shareholders. To use the struc- ture, they needed to secure unprecedented exemptive relief from the Canadian secu- rities regulators, as well as no action relief from the SEC. ey got it — so future deal- makers take note, you've got an extra tool in your arsenal now. And the banks and pension funds have TMX. And are joint partners in Alpha and CDX. And, the patriotic name aside, are con- vinced that the business case for the transac- tion was worth all the regulatory heartache. NAYSAYERS: "Its importance is probably overblown." Counterpoint: Really? How many national stock exchanges do we have, and how oen do our banks and pension funds team up to buy them? AWARD FOR UNDERSTATEMENT OF THE YEAR: "e regulatory approval process was very difficult." is from Vincent Mercier. Ah, yeah. Just a tad. WHAT YOU REALLY WANT TO KNOW: Who called whom first, and who was really call- ing the shots with this whole co-counsel thing? It went like this: CIBC called Mer- cier at Davies first. en the banks called the pension funds. e pension funds called McCarthys. e first job of the co- counsel wasn't very collaborative: Mercier was negotiating the banks' agenda and Gow and Gary Girvan were pushing the pension funds' agenda. But the clock was ticking, so it went sort of like this: in the morning, Davies and McCarthys would be at it hammer and tongs. (ey called it "building consensus." Ha.) In the aer- noon, they'd plaster co-operative smiles on their faces and negotiate with the regula- tors, other stakeholders and eventually the TMX. e conflicting agendas of their stakeholders ensured that the co-counsel really were co-counsel. And that they did not waste the clients' time angling to get one in front of the other. "We both knew that if either team got silly about jockeying for positioning or anything like that, the clients would kill us," says Gow. And yes, they're still speaking to each other. PROOF LAWYERS CAN BE HONEST: "I'm sure the client, as much they loved us, were happy to see our infiltration of their day-to- day life come to an end," says Geraghty. Not to mention the end of the bills. e integra- tion efforts, of course, continue. FUN FACT FROM THE PRAIRIES: And it's all thanks to the Calgary Stampede. No, really. ere's TMX CEO Tom Kloet at a Calgary Stampede party in July 2011 and, across the room, he sees Scott Lawrence, CPPIB's Vice-President, Head of Relationship Invest- ments, and CPPIB's lead business on the Maple bid. ere's a view of the mountains, country music in the background, beer and beef floating around the room ... and e Conversation that, going forward, results in Kloet thinking of Maple as a potential part- ner and not an enemy. e Calgary Stam- pede. Where deals are made. Really. KEY LEGAL PLAYERS > DAVIES WARD PHILLIPS & VINEBERG LLP MCCARTHY TÉTRAULT LLP MAPLE > TORYS LLP TMX GROUP > BLAKE, CASSELS & GRAYDON LLP AND DAVIES MAPLE ON COMPETITION > BORDEN LADNER GERVAIS LLP THE CANADIAN DEPOSITORY SECURITIES LIMITED AND CANADA PENSION PLAN INVESTMENT BOARD > GOWLING LAFLEUR HENDERSON LLP ALBERTA INVESTMENT MANAGEMENT CORPORATION > WILDEBOER DELLELCE LLP ALPHA TRADING > CASSELS BROCK & BLACKWELL LLP ALPHA TRADING AS SPECIAL COMPETITION COUNSEL > FASKEN MARTINEAU DUMOULIN LLP THE LENDING SYNDICATE TO MAPLE > GOODMANS LLP BMO CAPITAL MARKETS AND BANK OF AMERICA MERRILL LYNCH, THE JOINT LEAD FINANCIAL ADVISORS FOR TMX > BENNETT JONES LLP THE BANK OF CANADA > STIKEMAN ELLIOTT LLP IIROC US LAW FIRMS WITH A PIECE OF THE ACTION: Paul, Weiss, Riind, Wharton & Garrison LLP; Weil, Gotshal & Manges LLP, Allen & Overy LLP 2 Glencore/Viterra et al: GLENCORE INTERNATIONAL PLC BUYS VITERRA INC., WITH RICHARDSON INTERNATIONAL, AGRIUM INC. AND CF INDUSTRIES HOLDINGS INC. SIDECARS. TIMELINE Announced March 20, 2012. Canadian regulatory approvals completed. Last headline: "The sole remaining regulatory approval is the approval of the Ministry of Commerce of the People's Republic of China." VALUE $6.1 billion. "Agriculture is the new mining," says Torys' Jamie Scarlett, and in Canada, there's no deal that showcases this development better than global giant Glencore's acquisition – and simultaneous divestiture – of Viterra, all unfolding while Glencore chased JEFFREY SINGER STIKEMAN ELLIOTT LLP is a game-changer of a deal for everyone involved, which is pretty impressive given who is involved." its massive merger of fellow global giant Xstrata. Despite its engagement in pursuing a strategic global merger that would turn it into a company with $68-billion market cap, Glencore also went all out for little Canadian Viterra, which just 12 years ago was teetering on the edge of bankruptcy. "Viterra's transformation from a CCAA case to a leading, focused agricultural busi- ness in 12 years was remarkable," says Scar- TOP 10 DEALS 2012