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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WWW.LEXPERT.CA | 2016 | LEXPERT 31 Orr, William K. Fasken Martineau DuMoulin LLP (416) 865-4360 worr@fasken.com Mr. Orr is recognized as one of Canada's leading lawyers in advising boards of directors and their committees on corporate governance issues, mergers & acquisitions, capital markets, securities regulation and multinational transactions. Oliver, Eden M. Bennett Jones LLP (416) 777-7499 olivere@bennettjones.com Senior practitioner in corporate and commercial transactions, M&A, joint ventures, financings and restructurings. Specialist in energy and mining sectors, advising public & private enterprises, financial institutions, lenders and investors. Olasker, Patricia L. Davies Ward Phillips & Vineberg LLP (416) 863-5551 polasker@dwpv.com Ms. Olasker focuses on public company M&A, shareholder activism and international and domestic corporate finance, including public market derivatives, high-yield debt and MJDS offerings. Transactions include Burger King's acquisition of Tim Hortons, McKesson's announced acquisition of Rexall and the Pershing Square/CP proxy contest. Adjunct professor at Osgoode Hall Law School, advanced M&A. O'Neill, Brendan Goodmans LLP (416) 849-6017 boneill@goodmans.ca Mr. O'Neill's practice focuses on cross-border and transnational insolvencies and restructurings, bankruptcy-based acquisitions and near-insolvency investing scenarios. He represents debtors, creditors, committees, bondholders and other stakeholders. Nordick, D'Arcy Stikeman Elliott LLP (416) 869-5508 dnordick@stikeman.com Mr. Nordick is a partner in the Toronto office and is the co-head of the Capital Markets/Public M&A Group. He advises foreign and domestic clients on mergers and acquisitions (public and private), corporate finance, securities licensing, joint venture, project development and general corporate and commercial law. His clients include banks, dealers, governments, private-equity firms and more. Nixon, Christopher W. Stikeman Elliott LLP (403) 266-9017 cnixon@stikeman.com Mr. Nixon specializes in M&A, corporate finance, joint ventures, reorganizations and governance, representing, among others, oil & gas exploration and oilfield service entities and investment dealers in Canada, the US, Europe and Asia. LEXPERT RANKED LAWYERS Singer: One notable feature of the transaction was the speed with which it was completed from the date of an- nouncement, especially so relative to other acquisitions in the sector. Having participated in a number of the public and private transactions in the assisted-living sector over the past years, we were able to bring a lot of efficiency to the transaction. LEXPERT: Was there any risk at all that this deal might not close? Any other obstacle? Olley: ere is always some risk to closing, but we assessed the risk as relatively low in this case, given the absence of a financing condition and the quality of purchaser. LEXPERT: What would you say was the most interesting or memorable aspect of this deal? Oppenheim: Two elements really stand out. One was the process that the company engaged in to find the most suitable buyer — from deciding who to invite to partici- pate in the process, assessing the relative merits of the proposals received, and then coming to the deal that was ultimately concluded, all while keeping competi- tive tension among the various bidders to try to ensure the highest price possible for shareholders. e other interesting aspect of this deal was recognizing and navi- gating our way through the inherent potential conflict between the largest shareholder of the company who was involved in management and its other sharehold- ers. As it turned out, we ultimately got complete align- ment between these groups and were able to realize a control premium to everyone's benefit, but this was not necessarily going to be the case when we commenced the process. (For a summary and full list of legal advisors, see the "Big Deals" section in the March edition of Lexpert.)

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