LEXPERT MAGAZINE
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MAY 2016 23
INDUSTRY ANALYSIS
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CORPORATE TRANSACTIONS OF IMPORTANCE
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3
Metals & Mining
2
Pipelines
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials Health Research
Media & Entertainment Recreation & Leisure Advertising & Marketing
1
Consumer Staples
Consumer Services Energy & Power Pipelines
Aerospace & Defence Automotive Materials
Utilities Financials
Media & Entertainment Recreation & Leisure
1
Insurance
Insurance Insurance Insurance
TRANSACTION VITALS
ANNOUNCED: 11/19/2015
CLOSED: 2/11/2016
TECHNIQUE: PRIVATELY
NEGOTIATED PURCHASE
ATTITUDE: FRIENDLY | DOMESTIC ACQUIRER
SOUGHT: 30%
PATRICK BOUCHER
MCCARTHY TÉTRAULT
LLP, MONTRÉAL
(FOR CAISSE DE
DÉPÔT ET PLACEMENT
DU QUÉBEC)
PAUL RAYMOND
NORTON ROSE
FULBRIGHT
CANADA LLP
MONTRÉAL
(FOR BOMBARDIER)
On February 11, 2016, Bombardier Inc. (Bombardier) closed the pre-
viously announced acquisition by Caisse de dépôt et placement du
Québec (CDPQ ) of a US$1.5 billion convertible share investment in
Bombardier Transportation's newly-created holding company, Bom-
bardier Transportation (Investment) UK Ltd. (BT Holdco), which,
following the completion of the previously-announced corporate re-
organization, owns all of the assets of Bombardier's Transportation
business segment. Furthermore, concurrently with the closing of the
acquisition of a 30 per cent stake in BT Holdco and, as previously an-
nounced, Bombardier has issued to CDPQ warrants exercisable for a
total number of 105,851,872 Class B shares (subordinate voting) in
the capital of Bombardier. e warrants are exercisable for a period of
seven years from the closing date at an exercise price per share equal
to US $1.66, being the US dollar equivalent of C$2.21at the date of
execution of the subscription agreement.
Bombardier's in-house team was led by Daniel Desjardins, Senior
Vice President, General Counsel and Corporate Secretary, and in-
cluded Chantal Robitaille, Head of Legal Services, Corporate Office
and Assistant Secretary, Nicholas Cerminaro, Director, Legal Ser-
vices, Corinne Bélair, Senior Legal Counsel, Carolyn Nguyen, Senior
Legal Counsel, and Simon Fugère Nadeau, Legal Counsel, for Bom-
bardier Inc., and Sylvie Bourdon, Vice President, Group Governance
and Vice President, General Counsel, Group Contracts, Legal Af-
fairs, Bids Approval & Intellectual Property, Michaela Kay, Director
Group M&A, Corporate Affairs & Anti-Trust, Carsten Carl, Direc-
tor Contracts & Legal Affairs, and Sophie Laviolette, Director, Con-
tracts and Legal Affairs, for Bombardier Transportation.Norton
Rose Fulbright acted as counsel to Bombardier through its offices
in Canada, the United Kingdom and the United States, among oth-
ers. Norton Rose Fulbright's team included Paul Raymond, Eric Ste-
vens, Peter Wiazowski, David Millette, Mathieu Deschamps, Marc
Tremblay, Francis Legault, Amélie Métivier, Jules Charette, Jonathan
Charron, Richard Wagner, Catherine Simard, David Crandall, An-
drei Molchynsky, Zachary Frenkiel and Melanie Josepovici in Cana-
da, Mark Lloyd Williams, Si Xuan Cai, Ian Giles, Edward Hunnisett
and Dominic Stuttaford in the United Kingdom, and Chris Hilbert
and Larry Francescki in the US.
CDPQ's legal team was led by Marie Giguère, Executive Vice-
President, Legal Affairs and Secretariat, and Sophie Lussier, Senior
Director, Legal Affairs, Investment. McCarthy Tétrault LLP acted
as Canadian counsel to CDPQ, with a team that included Patrick
Boucher, Stéphanie Lee, Sonia Struthers, Philippe Bélanger, James
Farley, Jocelyn Perreault, Richard O'Doherty, Mathieu Dubord, John
Boscariol, Christian Meighen, Marie-Soleil Landry, Charles-Antoine
Soulière, Isabelle Nazon, Christopher Belval, Louis-Philippe Samson
and Jacob Stone. David McAusland acted as senior strategic advisor.
Freshfields Bruckhaus Deringer LLP acted as UK, German, US
and international counsel to CDPQ. e Freshfields team was led by
Laurie McFadden, Richard exton, Heiner Braun, Keir MacLen-
nan and Hendrik Braun (corporate) and included Rafique Bachour
(antitrust), Helen Lethaby (tax), Andrew Murphy and Howard Klein
(employment and pensions), Peter Hall (banking) and Giles Pratt (IP
and separation matters).
BOMBARDIER CLOSES THE SALE OF A 30% STAKE IN BOMBARDIER TRANSPORTATION
