Lexpert Magazine

March/April 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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18 LEXPERT MAGAZINE | MARCH/APRIL 2018 BIG DEALS to acquire mineral exploration opportunities where Orla's exploration and development expertise and corporate share structure could substantially enhance shareholder value. Goldcorp is a senior gold producer focused on responsible mining practices with safe, low-cost production from a high-quality portfolio of mines. Orla was represented by Goodmans LLP with a team that included Kari MacKay, Grant McGlaughlin, David Coll-Black and Alex Ginther (corporate/mining) and Alan Bowman (tax); and in Mexico by Mauricio Herias of VHG Servicios Legales S.C. Goldcorp was represented internally by Randall Chatwin, Vice President, As- sistant General Counsel, Andrew Spen- cer, Legal Counsel, Abel Martinez, Legal, Goldcorp Mexico, and Alejandro Guevara, Legal, Goldcorp Mexico. Cassels Brock & Blackwell LLP acted as external counsel to Goldcorp with a team that included Dar- rell Podowski, John Christian and Stefanie Sebanc (securities/mining/M&A); and in Mexico by Todd y Asociados, S.C. with a team that included Fernando Todd Dip, Jorge García Díaz and Jesús Bueno Cardona. Oil & Gas Oil & Gas CENTRICA PLC COMPLETES SALE OF ITS CANADIAN E&P BUSINESS CLOSING DATE: SEPTEMBER 29, 2017 On September 29, 2017, Centrica plc (Cen- trica) and a certain state-owned enterprise (SOE) completed the $722-million disposi- tion of its majority-owned Canadian oil and gas exploration and production business by way of sale of 100 per cent of the partnership interests of CQ Energy Canada Partnership. CQ Energy Canada Partnership was a part- nership between Direct Energy Resources Partnership (60 per cent) and an undisclosed body corporate (40 per cent). e purchaser was Canlin Energy Corporation (Canlin), a consortium of two Hong Kong-based com- panies MIE Holdings Corp., Can-China Global Resource Fund, and Geneva-based Mercuria Energy Group. Centrica was represented by a legal team led by Lisa McDowell, Vice President Legal, Centrica Energ y Canada, with assistance from Stikeman Elliott LLP. e Stike- man Elliott team included Fred Erickson, Kurtis Reed, Chris Nixon, Chrysten Perry, Edie Gillespie and Brandon Leitch (energ y M&A), Julie D'Avignon and Kevin Guen- ther (tax), Geoffrey Holub and David Price (litigation), Allison Sears (energ y regula- tory), Gary Clarke, Kris Noonan, Cheryl Rea and Natasha VandenHoven (employ- ment) and Michael Kilby (competition & foreign investment). e SOE was represented by Wayne Fe- dun, Ryan Keays (energy M&A), Dion Legge (tax), Rujuta Patel (competition) and Bernette Ho (employment) of Norton Rose Fulbright Canada LLP. Canlin was represented by Toby Allan, Courtney Burton, Byron Reynolds, Kim Martyn (energy M&A), Barry Zalmanow- itz (competition), Sandy Walker (foreign in- vestment), Dan Collins and Matthew Potts (energy regulatory), and Barbara Johnston and April Kosten (employment) of Dentons Canada LLP. Canlin entered into a syndicated credit agreement providing for certain credit facili- ties in order to fund the transaction and was represented by Cameron Hughes (corporate) and Peter Birkness and Audrey Bouffard- Nesbitt (financial services) of McCarthy Tétrault LLP. BV INVESTMENT PARTNERS COMPLETES STRATEGIC INVESTMENT IN PRECISION NUTRITION CLOSING DATE: NOVEMBER 14, 2017 On November 14, 2017, BV Investment Partners (BV), a middle-market private eq- uity firm focused on the business services, soware and IT services sectors, completed a strategic investment in Ontario-based Pre- cision Nutrition (PN), the leading nutrition certification and coaching soware and ser- vices provider in North America. BV was represented in the U.S. by Johan Brigham, Nate Amory and Elizabeth Mims of Latham & Watkins LLP; and in Cana- da by Mario Nigro, Cheryl De Los Santos, and Sabrina Gismondi with a team that in- cluded Luc Bernier and Adam Drori (Tax), Justin Parappally, Kristina Vranjkovic and Martyna Wolska (Banking), Nancy Ram- alho (Employment), Natasha vandenHoven (Pension/Benefits), Jonathan Auerbach (IP), David Elder (Data Privacy) and Michael Las- key and Gideon Kwinter (Competition) of Stikeman Elliott LLP. PN was represented by Matthew Cock- burn, Ryan Unruch, Crystal Chung, Sharon Au, Mitchell Dost and Hailey Tweyman (M&A), Molly Reynolds (Data Privacy), Ed Fan (IP) and Saira Bhojani (Tax) of Torys LLP, and Brandon Wiener (Tax) of or- steinssons LLP. CANOPY GROWTH ESTABLISHES NEW COLLABORATION WITH GREEN HOUSE AND ORGANA BRANDS CLOSING DATE: DECEMBER 1, 2017 On December 1, 2017, Canopy Growth Corp. (Canopy Growth), Green House Holdings North America Inc. (Green House) and its affiliate in the Netherlands, GHSC Trading B.V., National Concessions Group Inc. (Organa Brands) entered into a collaborative joint venture. Together, these three companies comprise the most success- ful global cannabis businesses. To establish the joint venture, Canopy Growth allocated a portion of ownership in Agripharm Corp., a 20,000 square foot in- door growing facility located in Ontario, to its new partners. Canopy Growth retained 40-per-cent ownership of Agripharm, while Green House and Organa Brands own 40 per cent and 20 per cent, respectively. e venture will create a new Canadian home base for Green House Seeds and Or- gana Brands while Canopy Growth has the right, subject to limited exceptions, to pur- chase all the cannabis products produced by Agripharm for distribution through its Ca- nadian system. Although Agripharm is focused on the Canadian market, Canopy Growth, Green House, Organa Brands and their respective affiliates have entered into an agreement to also explore other federally-legal internation- al opportunities as they arise, including with respect to medical research and development opportunities, product distribution plat- forms, and brick-and-mortar retail locations. Canopy Rivers Corp. (Canopy Rivers), a partly-owned subsidiary of Canopy Growth, also entered into an agreement to provide the joint venture with up to $20 million in

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