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2016
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LEXPERT 29
Mercier, Vincent A. Davies Ward Phillips
& Vineberg LLP (416) 863-5579 vmercier@dwpv.com
Mr. Mercier's practice focuses on public and private M&A, including hostile
take-overs, private-equity acquisitions (including take privates), friendly
mergers and special committee processes, and spans all sectors, including
financial services, communications and media.
Mendelsohn, Max McMillan LLP
(514) 987-5042 max.mendelsohn@mcmillan.ca
Mr. Mendelsohn practises in the Insolvency and Restructuring Group from
the Montréal office. His practice includes advising commercial enterprises,
financial institutions and insolvency practitioners. He also acts as a formal and
informal mediator, and arbitrator with respect to commercial disputes, sits
on the Board of Directors of corporations and advises commercial enterprises.
Melanson, Michael N. Bennett Jones LLP
(416) 777-6552 melansonm@bennettjones.com
Mr. Melanson practises corporate and securities law, including public
and private offerings, take-overs and M&A. He acts for a wide variety
of clients, particularly in mining, with a focus on China, Hong Kong
and other international markets.
Meghji, Al Osler, Hoskin & Harcourt LLP
(416) 862-5677 ameghji@osler.com
Mr. Meghji is widely recognized as one of Canada's leading tax litigators.
Counsel to many significant corporate taxpayers. Has successfully argued
numerous landmark cases, including the first GAAR case and the first
transfer-pricing case in the SCC.
McReynolds, D. Shawn Davies Ward Phillips
& Vineberg LLP (416) 863-5538 smcreynolds@dwpv.com
Mr. McReynolds practises M&A, corporate and securities law.
He advises public companies and the securities industry on corporate
governance issues, and has represented issuers and underwriters
in numerous public and private financings.
McLean, QC, John I. Gowling WLG
(604) 891-2285 john.mclean@gowlingwlg.com
Mr. McLean is a partner in Gowling WLG's Vancouver office practising
in insolvency matters, including bankruptcy, CCAA proceedings, foreclosures
and creditor and debtor rights. He has acted as counsel for trustees
in bankruptcy, monitors under CCAA proceedings, as well as creditors
and debtors, and has been involved in most major insolvency matters in BC.
LEXPERT RANKED LAWYERS
participated in the process saw value well in excess of
the stock's trading price. e real estate is very high-
quality, in excellent locations and hard to replicate. e
demographics are favourable and there was developable
excess land which the stock price did not seem to ac-
count for.
LEXPERT: Jeff, care to respond? e premium paid to
Amica would make this an awfully big deal for Bay-
Bridge to swallow, wouldn't it?
Jeffrey Singer (Stikeman Elliott LLP, for BayBridge): Cer-
tainly, this was a large transaction for BayBridge, but
they are a seasoned management team who were able to
bring an expert and practical approach to the negotia-
tion and execution of the transaction.
Oppenheim: ere are easily identifiable synergies be-
tween BayBridge's existing portfolio and the Amica
assets, and the process itself was designed to create
competitive tension that contributed to the premium
paid. All these factors helped to justify the price even-
tually offered.
LEXPERT: e CPP Investment Board has also been
making moves into the seniors housing and assisted-
living space. Do you see an increasing role for institu-
tional investors in this space, as populations age and
urban real estate becomes more scarce? How do the
opportunities in the sector match the investment man-
dates at these pension funds?
Singer: ere was and by all accounts continues to
be a lot of interest in the assisted-living sector, which
should come as no surprise given North American de-
mographic trends. e Amica acquisition was one of a
number of such deals, occurring just on the heels of the
Regal acquisition.
Stuart Olley (Gowling WLG): To the extent the funds'
investment mandates include ownership of long-term
income-producing assets, seniors housing and assisted
living residences likely fit well. In addition, the ability
of pension funds to take a very long-term view makes
this attractive. It is a capital-intensive business and they
have a low cost of capital.
LEXPERT: Do you see further consolidation in the as-
sisted-living sector?
Oppenheim: e sector is very fragmented, so further
consolidation is likely although the availability of large,
quality portfolios is more limited, which is another rea-
son the Amica assets were so attractive.
LEXPERT: How many months prior to announcement
was it before you got the call from clients on this? And
what was your relationship with them? Are you long-
time advisors? Recent hires?
Oppenheim: Gowlings was regular counsel to Amica.
I was on the board, and had been since the company
went public in 1997, so we had a strong relationship
with the management and board of Amica. We pro-
vided advice regarding process and duties of the board
