20 LEXPERT MAGAZINE
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JULY/AUGUST 2017
BIG DEALS
common stock at approximately $37 billion and is the largest foreign
acquisition ever completed by a Canadian company.
e transaction combined Enbridge's liquid-weighted midstream
assets located primarily in western Canada and the US Midwest with
Spectra's network of primarily gas-related midstream assets in the US
North, Gulf Coast and Midwest and British Columbia.
Enbridge was represented by McCarthy Tétrault LLP in Canada
with a team that included John Osler, QC, Garth Girvan, Cathy
Samuel, Wilson Acton, Jeremy Busch-Howell and Frances Candy
(corporate/M&A), Justin Lapedus (financial services), Ben Aberant
and Shana Wolch (labour & employment), Oliver Borgers, Michele
Siu and Jonathan Bitran (competition), Neil Finkelstein, Geoff Hall,
Renee Reichelt, Eric Block, Emily MacKinnon and Paul Davis (litiga-
tion), Jennifer Del Vecchio (pensions & benefits), Ron Mar and Rob
Nearing (tax), George Vegh (regulatory), and Joanna Rosengarten
and Kim Howard (environmental).
Enbridge was represented by Sullivan & Cromwell LLP in the
United States with a team that included Joseph Frumkin, George
Sampas, Daniel Belke, Julia Kim, Bradley King, Joshua Wright and
Ana González (corporate/M&A), Robert Buckholz, Maryanne Paul
and Elah Lanis (securities), Matthew Friestedt, Regina Readling and
Michael Wiseman (executive compensation and benefits), Richard
Pepperman, Joseph Matelis, Eric Queen, Clea McClellan, David Tes-
licko, Jack Congdon and Joshua Handell (antitrust), Ronald Creamer
and Eric Lopata (tax), John Estes, Alina Iarve and Kelly Yamashita
(finance), Michael Steinberg, Brian England and Alexander Gura
(litigation), Eric Kadel and Manon Scales (CFIUS), Spencer Simon
(intellectual property) and Matt Brennan (environmental).
Spectra Energy was represented by Goodmans LLP in Can-
ada with a team that included Robert Vaux and Jamie van Diepen
(corporate/M&A), Mitchell Sherman and Carrie Smit (tax), John
Alton (pensions & benefits), Susan Garvie (employment), Calvin
Goldman and Richard Annan (competition), Maureen Berry (execu-
tive compensation) and Peter Ruby (regulatory). Spectra Energy was
represented by Wachtell, Lipton, Rosen & Katz LLP in the United
States with a team that included Daniel Neff, David Katz, Sebastian
Fain, Viktor Sapezhnikov and Amanda Stein (corporate/M&A),
Nelson Fitts (competition/antitrust), and Eiko Stange and David
Sturgeon (tax). Skadden, Arps, Slate, Meagher & Flom LLP acted
as US tax counsel to Spectra with a team that included Cliff Gross
and Moshe Spinowitz.
Oil & Gas Oil & Gas Oil & Gas
EXXONMOBIL ACQUIRES
INTEROIL FOR MORE
THAN US$2.5B
CLOSING DATE: FEBRUARY 22, 2017
Exxon Mobil Corp. (ExxonMobil) completed its acquisition of all
outstanding common shares of InterOil Corp. (InterOil) on Febru-
ary 22, 2017. InterOil's assets include the Elk-Antelope gas fields in
the Gulf Province of Papua New Guinea and exploration licences cov-
ering about 16,000 square kilometres in Papua New Guinea. In May
2016, InterOil agreed to be acquired by Oil Search Ltd. for approxi-
mately US$40.25 per share (representing more than US$2 billion
in the aggregate) plus a contingent value right based on the certified
volume of resources in the Elk-Antelope gas fields. On July 15, 2016,
ExxonMobil made an unsolicited competing proposal of US$45.00
per share plus a contingent resource payment based on the certified
volume of resources in the Elk-Antelope gas fields (collectively, rep-
resenting more than US$2.5 billion in the aggregate). In response,
InterOil subsequently terminated its agreement with Oil Search and
entered into an agreement with ExxonMobil.
e arrangement was approved by the Yukon Supreme Court on
October 7, 2016, but was overturned by the Court of Appeal of Yu-
kon on November 4, 2016. An amended and restated agreement was
entered into and a new application was commenced seeking court
approval of the arrangement. e arrangement was approved by the
Yukon Supreme Court on February 20, 2017. e Amended and Re-
stated Plan of Arrangement was approved by more than 91 per cent of
the shares voted at a Special Meeting on February 14, 2017.
Steven Dickerson, Scott Gordon and Caitlin Downing led Exx-
onMobil's in-house legal team. Blake, Cassels & Graydon LLP
represented ExxonMobil in Canada with a team that included Chad
Schneider, Olga Kary, Sarah Hammond and Kathleen Cloutier
(corporate/M&A), Nancy Diep, Sabrina Wong and Robert Kopstein
(tax), and David Tupper, Michael Dixon and Kate Andrews (litiga-
tion), and Davis Polk & Wardwell LLP represented ExxonMobil
in the United States with a team that included George Bason, Jr.,
William Chudd and Laura Turano (corporate) and Avishai Shachar,
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