Lexpert Special Editions

Special Edition on Corporate -2016

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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28 LEXPERT | 2016 | WWW.LEXPERT.CA McFetridge, William J. Bull, Housser & Tupper LLP (604) 641-4825 wjm@bht.com Mr. McFetridge provides strategic counsel and advice to clients in a wide range of industries including transportation, marine, construction and forestry. He has deep experience buying and selling privately owned businesses. Prior to law, he practised as a Chartered Professional Accountant, and he still remains very active in the accounting and auditing profession. May, Neill I. Goodmans LLP (416) 597-4187 nmay@goodmans.ca Mr. May's practice focuses on all aspects of corporate/securities law, with emphasis on M&A, governance, public and private financings, private- equity and business restructurings. He is a former member of the TSX Listing Advisory Committee and the OSC's Securities Advisory Committee and Small Business Advisory Committee. Former Adjunct Professor at the University of Toronto, Faculty of Law. Matlow, David J. Goodmans LLP (416) 597-4147 dmatlow@goodmans.ca Mr. Matlow practises corporate finance/securities, private-equity and M&A law. He acts for public and private companies in a range of transactions, including financings, fund formation, initial public offerings, regulatory matters and divestitures. Mathieu, Frank Stikeman Elliott LLP (514) 397-2442 fmathieu@stikeman.com Mr. Mathieu is a partner and member of the Tax Group. He specializes in Canadian income tax law including income tax aspects of mergers and acquisitions, corporate reorganizations and restructurings in a cross-border context, and has extensive expertise in advising foreign private-equity funds in relation to their Canadian investments. Martel, Guy P. Stikeman Elliott LLP (514) 397-3163 gmartel@stikeman.com Mr. Martel, a TMA and INSOL member, represents lenders, borrowers and investors in Canadian, cross-border and foreign restructurings. He also advises entities specializing in the restructuring and sale of financially troubled businesses. Marshall, Douglas R. Osler, Hoskin & Harcourt LLP (416) 862-4218 dmarshall@osler.com Mr. Marshall advises on M&A, corporate finance and governance matters, including domestic and cross-border take-overs, share and asset transactions, privatizations and restructurings, and equity and debt offerings. LEXPERT RANKED LAWYERS LEXPERT: e assisted-living sector hasn't been a top focus, but the premium paid for this acquisition was so enormous, it made a lot of people sit up and pay at- tention. BayBridge, backed by the Ontario Teachers' Pension Plan, offered to pay more than double Amica's closing price. Let me ask, first of all, what is it that Bay- Bridge saw in Amica that made the company so much more valuable than its market capitalization at the time? Was it a real estate play, a demographic play, or both? And did Amica's holdings in luxury Vancouver property play into the sizeable premium? Andrew Oppenheim (Gowling WLG, for Amica): Likely a question best answered by the BayBridge team. at said, from the Amica team's perspective, there was a very strongly held view that the market was not rec- ognizing the value of the company — and clearly, Bay- Bridge agreed. And let me say, all other parties who Premium Prerequisite BAYBRIDGE OFFERED DOUBLE AMICA'S MARKET VALUE, BUT THE DEAL WAS HARDLY A LOVE-IN INTERVIEW BY DAVID DIAS Pension funds have exhibited a voracious ap- petite for asisted-living investments as of late. How voracious? In December, BayBridge Seniors Housing Inc., owned by the Ontario Teachers' Pension Plan, agreed to pay $18.75 per share for Amica Mature Lifestyles Inc. — 113 per cent more than the stock's trading value. The enormous pre- mium seemed like more than enough to clinch the deal, but Amica, which boasts luxury real es- tate in Vancouver of all places, was well aware of its underpriced stock. It wasn't going to sell for anything below true value. ON THE DEAL PHOTO: SHUTTERSTOCK From the pages of Lexpert magazine

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