20 LEXPERT MAGAZINE
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NOVEMBER/DECEMBER 2017
BIG DEALS
E-Commerce Construction & Engineering
Consumer Staples
SNC-LAVALIN COMPLETES
ACQUISITION OF WS ATKINS
CLOSING DATE: JULY 3, 2017
On July 3, 2017, SNC-Lavalin Group Inc.
(SNC-Lavalin) completed its acquisition
of WS Atkins plc (Atkins) by means of a
court-sanctioned scheme of arrangement
under Part 26 of the U.K. Companies Act
2006 (the Acquisition).
SNC-Lavalin is among the leading engi-
neering and construction groups in the world
and a major player in the ownership of infra-
structure. It was founded in 1911.
Atkins is one of the world's most respected
consultancies in design, engineering and
project management, with a leadership posi-
tion across the infrastructure, transportation
and energy sectors.
e aggregate cash consideration for the
Acquisition of £20.80 per Atkins share in
cash — for a total consideration of approxi-
mately $3.6 billion — was financed using the
net proceeds from SNC-Lavalin's $880-mil-
lion public bought deal offering of subscrip-
tion receipts completed through a syndicate
of underwriters (the Public Offering); a
$400-million concurrent private place-
ment of subscription receipts (the Concur-
rent Private Placement) with the Caisse de
dépôt et placement du Québec (the Caisse); a
$1.5-billion loan from the Caisse to SNC-La-
valin Highway Holdings Inc. (the entity that
holds SNC-Lavalin's 16.77-per-cent interest
in Highway 407ETR through 407 Interna-
tional Inc.); a new £300-million unsecured
term loan with a syndicate of North Ameri-
can banks; as well as approximately £200
million drawn under SNC-Lavalin's exist-
ing syndicated credit facility. e issuance of
subscription receipts pursuant to the Public
Offering and Concurrent Private Placement
was completed on April 27, 2017.
e proceeds of the Public Offering and
Concurrent Private Placement were held in
escrow pending the closing of the Acquisi-
tion, following which the net proceeds were
released to SNC-Lavalin and each subscrip-
tion receipt was exchanged for one common
share in the capital of SNC-Lavalin.
SNC-Lavalin was represented in-house by
a team led by Hartland Paterson, Executive
Vice-President and General Counsel.
Norton Rose Fulbright acted as counsel
to SNC-Lavalin through its offices in Mon-
tréal, Toronto, Washington, London and
New York.
Norton Rose Fulbright's team was led by
Stephen Kelly and included, in Montréal,
David Lemieux, Martin ériault, Elliot
Shapiro, Derek Chiasson, Amélie Metivier,
Renée Loiselle, Michelle Felsky, Melanie
Josepovici, Lady Africa Sheppard, Riccardo
Lento and Rachel Lesmerises, and in Toron-
to, Noah Schein. e London-based M&A
team was led by Paul Whitelock and Andrew
Phillips and also included Raj Karia, James
Dunnett, Ian Giles, Matthew Findley, Nico-
las Sirtoli, Ed Gardner, Joshua Temkin, Livia
Li, Rebecca Williams, Philip Jelley and Ann
Moseley. Chris Hilbert and Manny Rivera
of Norton Rose Fulbright's New York office
advised on US matters. Larry Franceski of
Norton Rose Fulbright's Washington office
advised on US regulatory matters.
Osler, Hoskin & Harcourt LLP acted as
counsel to Atkins with a team consisting of
Clay Horner, Emmanuel Pressman and Des-
mond Lee (corporate).
Slaughter and May acted as counsel to At-
kins with a team consisting of Steve Cooke,
Chris McGaffin, Emma Primrose, Warwick
Brennand and Katie Kershaw (corporate),
Anna Lyle-Smythe, Chad de Souza and Rosy
Cheetham (competition/regulatory), and
Jonathan Fenn and Saba Rais (employment/
share schemes).
Stikeman Elliott LLP acted as counsel
to the underwriters on the Public Offering,
with a team that included Benoît Dubord,
Julien Michaud, Julien Robitaille-Rodri-
guez, Franco Gadoury, Philippe Kattan, Jéré-
mie Ste-Marie and Danielle Royale.
Davies Ward Phillips & Vineberg LLP
acted as counsel to the Caisse with a team
that included Sébastien ériault, Mylène
Nadeau and Claudia Michaud (financing),
Franziska Ruf and Nicolas Morin (capital
markets /corporate) and Andrea Dupuis
(corporate).
McCarthy Tétrault LLP acted as coun-
sel to the administrative agent and lenders
on the syndicated credit facility with a team
that included Michel Deschamps, Marjo-
laine Hémond Hotte and Katherine Girard.
GIBRALTAR GROWTH CORP.
COMPLETES QUALIFYING
ACQUISITION OF LXR PRODUITS
DE LUXE INTERNATIONAL
CLOSING DATE: JUNE 9, 2017
Gibraltar Growth Corp. (TSX: GBG.A,
GBG.WT) (Gibraltar Growth), a special
purpose acquisition corporation (SPAC),
completed its qualifying acquisition of 100
per cent of all the issued and outstanding
shares of Montréal-based LXR Produits de
Luxe Internationale Inc. (LXR) for an aggre-
gate purchase price of $82.5 million.
Gibraltor Growth closed a concurrent pri-
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