22 LEXPERT MAGAZINE
|
MAY 2016
BIG DEALS
DEALS ANALYSIS
14
14
Total Deals Published
4
Corporate Finance
21
10
Mergers and Acquisitions
21
5
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
ANNOUNCED: 10/5/2015
CLOSED: 3/21/2016
TECHNIQUE: STOCK SWAP
ATTITUDE: FRIENDLY | DOMESTIC ACQUIRER
SOUGHT: 100%
CHAD SCHNEIDER
BLAKE, CASSELS
& GRAYDON LLP
CALGARY
(FOR SUNCOR)
NORALEE BRADLEY
OSLER, HOSKIN
& HARCOURT LLP
CALGARY
(FOR CANADIAN
OIL SANDS)
On March 21, 2016, Suncor Energy Inc. (Suncor) completed its ac-
quisition of Canadian Oil Sands Limited (COS). e transaction
began as an unsolicited take-over bid made by Suncor on October
5, 2015, under which Suncor offered 0.25 of a Suncor share for each
COS share, and was subsequently completed following the signing
of a Support Agreement by Suncor and COS on January 17, 2016,
pursuant to which Suncor agreed to increase its offer price to 0.28 of
a Suncor share for each COS share, with the amended offer supported
by the COS board of directors.
On February 5, 2016, Suncor acquired approximately 73 per cent
of the COS shares and replaced the COS board of directors and
management team with
Suncor nominees. Sun-
cor extended its offer until
February 22, 2016, and ac-
quired a further 11 per cent
of the COS shares on that
date. On March 21, 2016,
Suncor completed the transaction by acquiring the remaining 16 per
cent of the common shares of COS that Suncor did not own pursu-
ant to a subsequent acquisition transaction approved at a meeting of
COS shareholders.
As a result of the transaction, Suncor, which is Canada's largest in-
tegrated oil company, increased its ownership stake in the Syncrude
oil sands project from 12 per cent to 48.74 per cent, as COS's sole
material asset was its 36.74 per cent interest in Syncrude.
Suncor's in-house legal team on the transaction was comprised of
Janice Odegaard, QC, Jacqueline Moore, Shawn Poirier, Matthew
Webster and Dana Hnatiuk. Suncor was represented by Blake, Cas-
sels & Graydon LLP with a team that included Chad Schneider, Jeff
Bakker, Brock Gibson, QC, Jennifer Marshall and Nav Dhaliwal
(M&A and securities), Robert Kopstein and Carrie Aiken (tax), Da-
vid Tupper, Seumas Woods, Ryan Morris and Michael O'Brien (liti-
gation), and Jason Gudofsky and Litsa Kriaris (competition). George
Sampas, Donald Crawshaw, Kiran Kadekar and Jonathan Kaplan
(M&A and securities) and Ronald Creamer, Jr. and Guy Inbar (tax)
of Sullivan & Cromwell LLP provided US advice to Suncor.
COS's in-house legal team of Trudy Curran and Shaun Wrubell
was assisted by Osler, Hoskin & Harcourt LLP, with a team that
included Noralee Bradley, Clay Horner, Emmanuel Pressman, Jer-
emy Fraiberg, Robert Yalden, Heidi Wong, Kelsey Armstrong, Justin
Sherman and Alex Gorka (M&A and securities), Tristram Mallett,
Lawrence Ritchie, Shawn Irving and Geoffrey Grove (litigation), Pe-
ter Glossop and Kaeleigh Kuzma (competition/Industry Canada),
Drew Morier and Colena Der (Canadian tax), Paul Seraganian (US
tax) and Rob Lando and Jason Comerford (US securities).
e board of directors of COS was represented by Norton Rose
Fulbright Canada LLP. e
Norton Rose Fulbright team
consisted of Walied Soliman,
Kevin Johnson and Michael
Lang (M&A and securities) and
Orestes Pasparakis and Steven
Leitl (litigation).
COMPILED BY GENA SMITH
Oil & Gas
SUNCOR COMPLETES ACQUISITION OF CANADIAN OIL SANDS
