34 LEXPERT MAGAZINE
|
JANUARY/FEBRUARY 2018
| TOP 10 DEALS |
acquisition has increased CI's AUM [as-
sets under management] to approximately
$140 billion and total assets [assets under
management plus assets under advisement]
to approximately $181 billion, and created
one of the largest Canadian sales forces in
the industry. e transaction involved a
concurrent $250-million debenture offer-
ing by CI in order to finance a portion of
the purchase price, as well as the require-
ment to obtain an extensive suite of secu-
rities regulatory approvals in view of the
regulated nature of the industry."
Key Law Firms
CI: Blake, Cassels & Graydon LLP
Sentry: Davies Ward Phillips
& Vineberg LLP
Sentry's Independent Directors: Borden
Ladner Gervais LLP
Underwriters on a related debenture
financing: Torys LLP
6
Total Energy Services
acquires Savanna
Energy Services Corp.
Total Energy Services Inc., a diversified
oilfield services company based in Calgary,
purchased all of the outstanding common
shares of another Calgary-based oilfield
services company, Savanna Energy Services
Corp., 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 Of-
fer to, inter alia, increase the consideration
payable for each Savanna Share to $0.20 in
cash plus 0.13 of a Total common share. On
March 9, 2017, Savanna announced that it
had entered into an agreement with anoth-
er publicly traded oilfield services company,
whereby such company would acquire all of
the Savanna Shares pursuant to a plan of ar-
rangement. Notwithstanding this compet-
ing transaction, on March 24, 2017, Total
acquired 60,952,797 Savanna Shares under
the Offer, representing approximately 51.6
per cent of the total number of outstanding
Savanna Shares, and extended the Offer to
April 7, 2017, in accordance with Canadian
securities laws. e Offer was subsequently
extended to April 27, 2017.
As of April 27, 2017, Total owned ap-
proximately 86 per cent of the issued and
outstanding Savanna Shares, which in-
cluded Savanna Shares taken up by Total
under the Offer and Savanna Shares pur-
chased in market transactions by Total aer
commencement of the Offer. According
to Nicholas Fader, a Calgary partner at
Bennett Jones LLP, which acted for Total
Energy, this "bid represented the first suc-
cessful unsolicited takeover under the new
Canadian bid rules, and those rules have
dramatically altered certain aspects of the
traditional game plan for unsolicited offers.
e 105-day bid period associated with the
May 2016 amendments likely influenced
Savanna's decision not to implement a
shareholder rights plan, which allowed the
bid to proceed without a cease trade pro-
ceeding. However, the amended bid regime
gave rise to a number of new issues, includ-
ing the interplay between the bid rules and
the shareholder approval requirements of
the TSX. e Total Energy bid highlighted
the need for additional work on the regula-
tory front to promote peaceful coexistence
between securities laws and exchange rules
in the context of share deals."
Key Law Firms
Total Energy: Bennett Jones LLP; Paul,
Weiss, Riind, Wharton & Garrison LLP
(US M&A)
Savanna: Burnet, Duckworth & Palmer
LLP; Dorsey & Whitney LLP
(US Counsel)
7
SmartREIT
and Strathallen
acquire OneREIT
According to Marketwired's release, "On-
eREIT is an unincorporated, open-end
real estate investment trust with more
than C$1 billion of total assets. It owns
and manages 56 properties across 10 prov-
inces and territories in Canada covering 7
million square feet.
"SmartREIT is one of Canada's largest
real estate investment trusts with total as-
sets of approximately C$8.9 billion. It owns
and manages 32 million square feet in val-
ue-oriented, principally Walmart-anchored
retail centres.
"Strathallen Capital is a fully integrated
Canadian real estate management company."
"OneREIT entered into separate agree-
ments with Smart Real Estate Investment
Trust and Strathallen Acquisitions Inc., an
affiliate of Strathallen Capital Corp., to ac-
quire all of OneREIT's assets and assume
all of its liabilities, including long-term
debt and all residual liabilities, whereupon
OneREIT redeemed all of its publicly trad-
ed units. e Transaction is the outcome of
OneREIT's strategic review process, previ-
ously announced in June 2016. e consid-
eration for the Transaction is comprised of
cash and SmartREIT units that value One-
REIT units at $4.26 per unit on a fully pro-
rated basis. e consideration represents a
premium of 14.5% to the August 3, 2017
closing price and a premium of 14.8% to
the 20-day volume weighted average unit
price ending August 3, 2017. As well, the
consideration represents a premium of
22.4% to the unaffected unit price on June
7, 2016, the day prior to OneREIT's an-
nouncement that it would explore strategic
alternatives."
Acting for OneREIT was a Fasken Mar-
tineau DuMoulin LLP team led by Jon
Levin and including Anil Aggarwal. Ac-
cording to Levin, "In part, the transaction
reflects the adverse impact on the Canadian
retail real estate landscape of ecommerce,
particularly as evidenced by the lengthy and
difficult auction process. It was necessary to
reconcile competing and oen inconsistent
objectives of two arm's length buyers with
very different needs and objectives in order
to maximize value for the REIT's unithold-
ers. One indication of the success of this
extraordinarily complex deal was the over-
whelming unitholder vote of approval."
Key Law Firms
OneREIT and OneREIT Special Committee:
Fasken Martineau DuMoulin LLP (M&A,
Litigation, Tax, Competition); Goodmans
LLP (Real Estate)
Strathallen: Stikeman Elliott LLP;
Minden Gross LLP (Leasing )
SmartREIT: Osler, Hoskin & Harcourt
LLP; Davies Ward Phillips
& Vineberg LLP
Financial Advisor to the Special Committee
