30 LEXPERT
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2016
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WWW.LEXPERT.CA
Nitikman, Joel A. Dentons Canada LLP
(604) 443-7115 joel.nitikman@dentons.com
Mr. Nitikman focuses on resolving tax disputes. He has extensive experience
in federal and provincial income tax and commodity tax litigation. He has
acted as counsel in numerous tax cases at all levels of court, both provincially
and federally.
Newby, Bradley A. Farris, Vaughan, Wills & Murphy LLP
(604) 661-9308 bnewby@farris.com
Mr. Newby advises corporations, private-equity firms, professional managers
and entrepreneurs on a variety of business situations, including acquisitions,
divestitures, joint ventures, financings, strategic alliances, leveraged buyouts
and shareholder relations. He provides legal advice on banking, fiduciary
obligations, corporate governance, employee compensation and IP protection.
Moore, J. Alexander Davies Ward Phillips
& Vineberg LLP (416) 863-5570 amoore@dwpv.com
Mr. Moore practises corporate law with an emphasis on public company M&A,
corporate finance, governance, proxy contests and contested transactions. He
has extensive experience advising mining issuers on M&A, financing matters
and joint ventures. Mr. Moore is a frequent writer and speaker and teaches
an Advanced Mergers & Acquisitions Workshop at Osgoode Hall Law School.
Mondrow, Ian A. Gowling WLG
(416) 369-4670 ian.mondrow@gowlingwlg.com
Mr. Mondrow practises natural gas and electricity regulation and policy law.
He represents utilities, customers and energy services providers in rate, policy,
facilities, licencing and compliance matters, in both wholesale and retail
energy markets.
Moch, Darcy D. Bennett Jones LLP
(403) 298-3390 mochd@bennettjones.com
Co-chair of the firm's tax department. Practice focuses on the income tax
aspects of corporate reorganizations, mergers and acquisitions, debt and
asset-based financings, cross-border transactions and personal tax planning.
He is the past chair of the National Taxation Section of the Canadian Bar
Association and past co-Chair of the CBA-CPA Joint Committee on Taxation.
Mercury, John M. Bennett Jones LLP
(403) 298-4493 mercuryj@bennettjones.com
Mr. Mercury's practice focuses on mergers, acquisitions and corporate finance
transactions, primarily on behalf of US and Canadian private-equity investors,
with an emphasis on energy and energy services transactions.
LEXPERT RANKED LAWYERS
from the spring of 2015, when an un-
solicited offer was first received right
through to closing.
LEXPERT: Were you well acquainted
with the other side's legal team?
Oppenheim: As it turned out, the core
of the Gowlings M&A team on this
mandate was well-acquainted with
BayBridge's legal team. Martin Mix,
Gord Chmilar and Stuart had all pre-
viously been at Stikemans before join-
ing Gowlings, and Stuart and Jeff had
worked together on a number of other
mandates while partners. is created
a higher level of trust, which made the
final negotiations much smoother.
LEXPERT: Given the huge premium
and presumably friendly nature of the
deal, were there any remaining stick-
ing points that required negotiation?
Olley: ere are always points to ne-
gotiate. e size of the break fee, the
terms of the "spring" and the conditions precedent to
closing were all points of discussion, but our process
required bidders to present proposed changes to a
template arrangement agreement, which allowed us to
consider these points as one of the factors in evaluating
the offers. e most serious negotiation was over price,
as the board and management really wanted to ensure
they were getting best value.
LEXPERT: What was the tone of this deal? Amica's CEO
seemed very supportive, and if everyone was on board,
did this make the meetings more casual and friendly?
Less tense? Was there a lot of discussion about what the
deal would mean, as opposed to hardball negotiation?
Olley: e tone of the deal was professional and polite,
and overall co-operative. Meetings were polite and
friendly. It was very important to Amica's CEO and
leadership that the company be acquired by a group
who had compatible values. Among counsel, the abil-
ity to work with old friends in a collaborative fashion
on a deal that we knew would be high-profile once an-
nounced was a great pleasure.
LEXPERT: Despite the friendly offer, this deal still took
three months to close. Was that merely a function of the
"going-private" nature of the transaction, and the need
to get shareholder approval, or was it more complex
than that? Were regulatory approvals required?
Olley: e three months were required by BayBridge
to ensure it had appropriate regulatory approvals and
approvals from
CMHC and various mortgage lenders.
We were fortunate on the Amica side because a share-
holder meeting had already been called for the year end.
So we were able to use this date to obtain shareholder
approval for the transaction, therefore saving time.
