LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018 33
| TOP 10 DEALS |
anticipated upside in pricing that provided
a win for both parties, while ensuring each
party could extrapolate value from remain-
ing interests."
Key Law Firms
Cenovus: Bennett Jones LLP (Lead M&A);
Blake, Cassels & Graydon LLP (Co-Coun-
sel, Lead Finance); Paul, Weiss, Riind,
Wharton & Garrison LLP (US M&A)
ConocoPhillips: Osler, Hoskin & Harcourt
LLP; King & Spalding LLP
Underwriters: Norton Rose Fulbright
Canada LLP
3
BCE Inc. acquires
Manitoba Telecom Services
In March of 2017, according to the com-
pany's press release, BCE Inc. "announced
the launch of Bell MTS following the
completion of its acquisition of Manitoba
Telecom Services (MTS). Uniting the lo-
cal and national strengths of MTS and Bell
Canada, the new Bell MTS will bring un-
precedented investment and innovation in
broadband communications to Manitoba,
including the rollout of next-generation
Fibe services and Canada's fastest-ranked
wireless network."
e $3.1-billion deal closed aer con-
siderable efforts on the regulatory side.
According to BCE, upon completing the
transaction, it picked up a total of 710,000
wireless, TV and internet customers. Be-
cause Manitobans had lower wireless prices
than elsewhere in Canada, BCE needed ap-
proval from the Competition Bureau and
the federal Department of Innovation, Sci-
ence and Economic Development. Accord-
ing to the Globe, "BCE agreed to transfer
24,700 of its wireless subscribers (plus cel-
lular airwaves and retail stores) to rural In-
ternet provider Xplornet Communications
Inc., which plans to launch a new mobile
business in the province. BCE had already
agreed to transfer subscribers and stores
to Telus, which will pick up 110,000 new
wireless customers as part of a $300-million
side deal."
Winnipeg will serve as BCE's headquar-
ters for the provinces of Manitoba, Sas-
katchewan, Alberta and British Columbia.
Faced with a maturing telecom industry,
BCE has made various acquisitions. Blakes
was Competition counsel to BCE, led by
Brian Facey, who told Lexpert, "As part of
the deal, Bell MTS will invest $1 billion
over five years to upgrade the wireless net-
work to LTE advanced and build fibre con-
nections (a significant upgrade in the tech-
nology for the people in Manitoba)."
Key Law Firms
BCE: McCarthy Tétrault LLP (Corporate/
M&A, Telecom/Regulatory, Tax); Blake,
Cassels & Graydon LLP (Competition);
Sullivan & Cromwell LLP ; Taylor
McCaffrey LLP
MTS: Stikeman Elliott LLP (M&A, Com-
petition (Regulatory), Tax); MLT Aikins
LLP; Paul, Weiss, Riind, Wharton
& Garrison LLP (US M&A)
4
Pembina
acquires Veresen
In its press release, Pembina Pipeline Corp.
announced the completion of its transac-
tion with Veresen Inc. pursuant to a plan
of arrangement under s. 193 of the Business
Corporations Act (Alberta) "to create one of
the largest energy infrastructure companies
in Canada." Pembina acquired all of the is-
sued and outstanding common shares of
Veresen in a transaction valued at approxi-
mately $9.4 billion, including the assump-
tion of Veresen's debt (including subsidiary
debt) and preferred shares. As described by
Chad Schneider of Blakes, which was coun-
sel to Pembina:
"e transaction creates one of the larg-
est energy infrastructure companies in
Canada and expands Pembina's reach in the
United States, including potentially enter-
ing the offshore LNG market with its pro-
posed Oregon Jordan Cove project. It also
creates an organization of meaningful scale
able to pursue larger growth projects and
an emerging competitor to established na-
tional and North American infrastructure
companies headquartered in Canada. e
combined company will have a strong po-
sition in the Western Canadian Sedimen-
tary Basin, home to the world's third-largest
crude reserves."
Mick Dilger, Pembina's President and
CEO said: "With increased size and scale,
the combined companies create a platform
in which we can pursue expanded growth
opportunities while continuing to support
future dividend growth and value creation
for our shareholders. Our customers will
also benefit from the enhanced service of-
ferings through the highly integrated asset
base and the extended geographic reach."
Key Law Firms
Pembina: Blake, Cassels & Graydon LLP;
Bracewell LLP (US Counsel)
Veresen: Osler, Hoskin & Harcourt LLP
5
CI Financial Corp.
acquires Sentry
Investments
CI Financial Corp. acquired Sentry Invest-
ments Corp., valued at $780 million in cash
and stock, merging two of Canada's largest
independent asset managers. Again, con-
solidation to face the competition ahead
is the strategy, and CI's press release makes
this clear:
"rough the acquisition, CI will add
significantly to its mutual fund portfolio,
boosting its assets under management by
16 per cent to $140-billion. e deal will
also create one of the largest sales forces in
the industry in Canada. 'Scale is a clear ad-
vantage,' CI Financial chief executive officer
Peter Anderson said. 'ere are not a lot of
large asset managers in the Canadian mar-
ket today.'"
As the Globe reported, "e deal comes
in the midst of difficult period for the
mutual fund industry as exchange-traded
funds grow in popularity. While mutual
funds still have a strong footing in Canada,
with more than $1-trillion in assets, inves-
tors are increasingly turning to an increas-
ing array of ETFs, which usually come with
significantly lower costs."
Jeff Lloyd of Blakes, which acted as coun-
sel to CI Financial Corp., said, "e deal
combined two of Canada's largest indepen-
dent active asset-management firms. e
