18 LEXPERT MAGAZINE
|
JULY/AUGUST 2017
BIG DEALS
DEALS ANALYSIS
19
19
Total Deals Published
8
Corporate Finance
21
11
Mergers & Acquisitions
21
8
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
ANNOUNCED: 11/24/2016
CLOSED: 4/27/2017
TECHNIQUE: UNSOLICITED TAKEOVER
ATTITUDE: HOSTILE
ACQUIRER TYPE: DOMESTIC ACQUIRER
SOUGHT: 100%
NICHOLAS FADER
BENNETT JONES LLP
(FOR TOTAL)
ALYSON GOLDMAN
BURNET, DUCKWORTH
& PALMER LLP
(FOR SAVANNA)
Total Energy Services Inc. (Total), a diversified oilfield services com-
pany based in Calgary, commenced an offer (the Offer) to purchase
all of the outstanding common shares (Savanna Shares) of another
Calgary-based oilfield services company, Savanna Energy Services
Corp. (Savanna).
e transaction was completed by way of an unsolicited takeover
bid on December 9, 2016.
On March 1, 2017, Total
filed a Notice of Change
and Notice of Variation to
the Offer to, among other
things, increase the consid-
eration payable for each Sa-
vanna Share to 0.1300 of a
Total common share and $0.20 in cash per Savanna Share.
On March 9, 2017, Savanna announced that it had entered into
an agreement with another publicly traded oilfield services company
whereby such company would acquire all of the Savanna Shares pur-
suant to a plan of arrangement.
Notwithstanding this competing transaction, on March 24, 2017,
Total acquired 60,952,797 Savanna Shares under the Offer, repre-
senting approximately 51.6 per cent of the total number of outstand-
ing Savanna Shares, and extended the Offer to April 7, 2017 (in ac-
cordance with Canadian securities laws).
In a press release dated March 27, 2017, Savanna acknowledged To-
tal's announcement.
All of the directors of Savanna, with the exception of Allen Brooks,
resigned as directors of Savanna, effective April 5, and seven new di-
rectors were appointed.
e Offer was subsequently extended to April 27, 2017.
At the expiry of the Offer on April 27, 2017, Total owned approxi-
mately 86 per cent of the issued and outstanding Savanna Shares,
which included Savanna Shares taken up by Total under the Offer
and Savanna Shares purchased in market transactions by Total aer
commencement of the Offer.
On May 18, 2017, Savanna announced the appointment of Lyle
Whitmarsh as President of Savanna, effective June 1, 2017.
e Offer represents the first successful hostile takeover under the
new Canadian takeover bid regime, which was implemented in May
2016. Total was represented in-house by Cam Danyluk, Vice Presi-
dent, Legal and General Counsel.
Bennett Jones LLP acted as external legal counsel to Total, with
a team including Nicholas Fader, Jeff Kerbel, John Piasta, Juliamai
Giffen and Kris Simard (public markets), Greg Johnson (tax) and
Beth Riley (competition).
Paul, Weiss, Riind, Wharton & Garrison LLP provided US
securities law advice to Total. e Paul, Weiss team was composed of
Christopher Cummings, Aaron Abramson, David Mayo and Maya
Linderman (tax).
Burnet, Duckworth & Palmer LLP acted as external legal
counsel to Savanna with a team including Alyson Goldman,
Steve Cohen, Bronwyn Ink-
ster, Nigel Behrens and Ri-
ley O'Brien (securities), Jeff
Sharpe and Andrew Sunter
(litigation), Kirk Lamb (tax),
Alicia Quesnel (competition),
and Katherine Pybus and Ni-
cole Chorley (banking).
COMPILED BY GENA SMITH
Oil & Gas
TOTAL ENERGY SERVICES' UNSOLICITED
TAKEOVER OF SAVANNA ENERGY SERVICES