Lexpert Magazine

March 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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36 LEXPERT MAGAZINE | MARCH 2017 A majority of TECO's assets are based in Florida, where it operates its Tampa Electric and Peoples Gas System utilities. As part of Emera's commitment to the cus- tomers and communities in which TECO operates, it agreed to establish operating boards that include local and community leaders in both Florida and New Mexico. Tampa Electric and Peoples Gas head- quarters will remain in Tampa, while New Mexico Gas Co. headquarters will remain in Albuquerque. e acquisition boosts Emera's assets to about $20 billion from $9.89 billion, with the merged entity serving more than 2.4 million electric and gas customers. e company expects the deal to create both synergies and future growth opportun- ities by combining its energy assets and strengthening its utility presence in the United States. e deal comes as electric utilities across the country are moving to consolidate in order to cope with tepid sales, rising costs and tougher regulations. e transaction, valued at $10.3 billion, including the as- sumption of about $3.9 billion in debt, makes Emera one of North America's top 20 regulated utilities. FOREIGN INBOUND Vail Resorts Inc. acquires Whistler Blackcomb Holdings Inc. for $1.1 billion Some deals are a slippery slope, but the buyer doesn't realize it until aerward. Not so Vail Resorts, which purchased exactly that with its acquisition of BC- based Whistler Blackcomb Holdings, one of the largest and most storied ski resorts in North America and a venue for the 2010 Olympic and Paralympic games. Both Whistler Blackcomb and Vail Re- sorts, which is headquartered in Broom- field, Colorado, attract tourists from Aus- tralia and Britain to their slopes. However, where Vail attracts skiers and snowboard- ers from Latin America to the 11 resorts it operates across the United States, Whistler is much more popular with visitors from Asian countries. Rob Katz, Vail's Chair- man and Chief Executive Officer, sees the combined entity as a tourism powerhouse: "is is really about building on each other's strengths." e purchase is also expected to help the merged entity protect itself against a drop in revenue due to climate change. "In summer, Whistler is absolutely a leader in North America," said Kratz. e US-based parent company said it in- tends to "invest substantially" in Whistler Blackcomb's infrastructure and its four- season activities, including the so-called "Renaissance" strategic plan, which calls for an indoor water park and upgrades to lis, snow-making and terrain, as well as two real estate development projects. Whistler Blackcomb is Vail's first foray north of the border. ENERGY Suncor Energy Inc. acquires Canadian Oil Sands Ltd. for $3.3 billion Suncor Energy's $3.3-billion acquisition of Canadian Oil Sands faced challenges early on. e proposed takeover was structured as a straight share swap, with Canadian Oil Sands shareholders to receive 0.25 of one Suncor share for each share of Canadian Oil Sands. Suncor had its eye on Canadian Oil Sands' 37-per-cent stake in Syncrude, the motherlode of the oilsands mines. Suncor already owned 12 per cent, and the Canadian Oil Sands deal would make it the dominant player. e bid turned hostile aer a friendly approach had been rebuffed. Canadian Oil Sands defended against the bid by adopt- ing a shareholder rights plan requiring any deal remain open for 120 days, which would have rendered Suncor's 60-day bid ineligible. e transaction was then con- tested before the Alberta Securities Com- mission, which gave Canadian Oil Sands 90 days, or until January 8, 2016, to look for higher offers. Suncor responded by ex- tending its deadline. In January 2016, negotiations reached an amicable conclusion, with deal teams announcing a revised friendly deal equiva- lent to 0.28 of one Suncor share for each Canadian Oil Sands share. It was a valua- tion that Canadian Oil Sands sharehold- ers readily endorsed, with 73 per cent ten- dering their stock. "From the outset, we've spoken about the excellent value this offer creates for both COS and Suncor shareholders," said Suncor Chief Executive Officer Steve Wil- liams, "and I'm looking forward to deliv- ering on that commitment." INDUSTRIALS Stantec Inc. acquires MWH Global Inc. for $793 million Stantec Inc.'s purchase of US-based water engineering giant MWH Global was the largest deal in the Canadian engineering- and infrastructure-consulting giant's 62- year history — and the rationale couldn't be simpler. CEO Bob Gomes called it "a step into another era," with the acquisi- tion transforming the Edmonton-based company into one of the world's top three global design firms. Stantec provides professional design | 2016 DEALMAKERS |

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