22 LEXPERT MAGAZINE
|
JUNE 2017
BIG DEALS
sets to Athabasca Oil Corp. for total consideration of $582 million.
e consideration consisted of approximately $435 million in cash,
100 million common shares and contingent value payments triggered
at oil prices above US$65/bbl WTI.
e acquired assets included the producing Leismer thermal oil
project, the undeveloped Corner project and strategic regional infra-
structure. e acquisition establishes Athabasca as an intermediate
oil-weighted growth company.
Additionally, the low-decline production at Leismer will support
capital requirements and economic growth at Athabasca's other asset
base areas.
e transaction involved a number of complex oil and gas, M&A,
securities law, regulatory, environmental, employment and tax issues.
Athabasca Oil Corp. was represented by Osler, Hoskin & Har-
court LLP with a team led by Robert Desbarats and Janice Buck-
ingham (energy), and that included Noralee Bradley (corporate), Pe-
ter Glossop (competition/antitrust & foreign investment), Damian
Rigolo (employment & labour), Kevin Lemke (energy) and Miju
Damodar (corporate).
Statoil Canada was represented by Bennett Jones LLP with a
team led by JP Pham and including Robert Booth, Ashley White,
Brad Eidsness, Kevin Zhou (oil and gas), Beth Riley (competition),
Kahlan Mills, Jeremy Russell (corporate and securities), Christine
Plante (employment), Brad Gilmour and Cassia Prentice (regulatory)
and Alan Rautenberg (tax).
METTRUM HEALTH CORP. COMPLETES
SALE TO CANOPY GROWTH CORP.
CLOSING DATE: JANUARY 31, 2017
Mettrum Health Corp. ("Mettrum") completed the sale of all of its
issued and outstanding shares to Canopy Growth Corp. ("Canopy")
by plan of arrangement, whereby Mettrum shareholders received
0.7132 common shares of Canopy for each Mettrum common share
held, representing consideration of $8.42 per common share and a
total transaction value of approximately $430 million, based on the
respective closing prices prior to announcement of the transaction.
With three licences to produce and sell medical cannabis under
the Access to Cannabis for Medical Purposes Regulations, Mettrum is a
leading producer and vendor of medical cannabis. rough its wholly
owned subsidiary Mettrum Hempworks, Mettrum also is a licensed
producer and distribution of industrial cannabis (hemp) products,
including Mettrum's functional food line, Mettrum Originals™, un-
der the Industrial Hemp Regulations (Canada) issued pursuant to the
Controlled Drugs and Substances Act (Canada).
Canopy Growth is a world-leading diversified cannabis company,
offering diverse brands and curated cannabis strain varieties in dried
and oil extract forms. With its acquisition of Mettrum, Canopy
Growth will add two national brands to its portfolio, increase its pro-
duction platform and create room for further expansion.
Mettrum was represented in-house by Trevor Fencott, Chief Legal
Officer, and Donald Henderson, General Counsel, and externally by
Goodmans LLP with a team that was led by Victor Liu and included
Sheldon Freeman, Leah Boyd, Emily Weizel, David Rosenblat, Sarah
Macchione and Laura Magisano (corporate), Ken Saddington (tax),
Peter Kolla (litigation) and Ira Barkin (real estate).
Mettrum's special committee of the board of directors was repre-
sented by Aird & Berlis LLP with a team led by Margaret Nelligan
and included Daniel Everall and John Andrew (corporate).
Canopy Growth was represented by LaBarge Weinstein LLP
with a team led by Debbie Weinstein and included Dan Scott, Kyle
Lavender and Tayyaba Khan (corporate) and Estelle Duez and
Dineen Beath (tax).
FRESHII INC.
COMPLETES $144M IPO
CLOSING DATE: JANUARY 31, 2017
On January 31, 2017, Freshii Inc. ("Freshii") completed an initial
public offering ("IPO"), composed of both treasury and secondary of-
ferings, and Toronto Stock Exchange listing of Class A subordinate
voting shares. An aggregate of 12,535,000 Class A subordinate voting
shares were issued pursuant to the IPO, for aggregate gross proceeds
to Freshii and the selling shareholders of approximately $144 mil-
lion. Freshii's Class A subordinate voting shares trade on the Toronto
Stock Exchange under the symbol "FRII."
e IPO was managed by a syndicate of underwriters co-led by
CIBC Capital Markets, Jefferies Securities, Inc., RBC Capital Mar-
kets and Robert W. Baird & Co. Incorporated and including Cowen
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2017
LAWYER
