Lexpert Magazine

June 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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LEXPERT MAGAZINE | JUNE 2018 17 | CORPORATE TRANSACTIONS OF IMPORTANCE | Svalina of Vedder Price P.C. acted as US counsel to Enesco LLC. Additional counsel to Enesco LLC in China were Yi Chen and Hao Zhang of Morrison Foerster LLP. Oil & Gas Oil & Gas SUNCOR ENERGY ACQUIRES ADDITIONAL SYNCRUDE INTEREST FOR US$730M CLOSING DATE: FEBRUARY 23, 2018 On February 23, 2018, Suncor Energy Inc. (Suncor), through its affiliate Suncor Energy Ventures Partnership, completed the acquisi- tion of a 5-per-cent participating interest in the Syncrude oil sands project from Mocal Energy Ltd. (Mocal), a wholly owned sub- sidiary of JX Nippon Oil & Gas Exploration Corp. (JX), for a purchase price of US$730 million. As a result of the transaction, Sun- cor, which is Canada's largest integrated oil company, increased its ownership stake in the Syncrude oil sands project from 53.74 per cent to 58.74 per cent. Suncor's in-house legal team on the trans- action was comprised of Jacquie Moore, Shawn Poirier and Ryan McCay. Suncor was represented by Blake, Cassels & Graydon LLP with a team that included Peter Keo- hane, Keith Byblow, Ky Kvisle and Justin McCrae (energy and M&A), Robert Kop- stein and Dan Jankovic (tax) and James Des- jardins (banking and finance). Norton Rose Fulbright Canada LLP advised Mocal and JX with a team that in- cluded Robert Froehlich, Rujuta Patel, Crae Garrett, Wayne Fedun, Colleen Abel and Sean Wallace (energy and M&A), Dion Legge (tax) and Matthew Longstaff (bank- ing and finance). Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples BCE INC. COMPLETES THE ACQUISITION OF ALARMFORCE INDUSTRIES INC. CLOSING DATE: JANUARY 5, 2018 On January 5, 2018, BCE Inc. (Bell) com- pleted its acquisition of all of the approxi- mately 11.4 million common shares of AlarmForce Industries Inc. (AlarmForce) for a total aggregate consideration of approxi- mately $182 million. e Acquisition is part of Bell's Connected Home strategy. Bell concurrently sold all customer ac- counts of AlarmForce in British Columbia, Alberta and Saskatchewan to TELUS Com- munications Inc. (TELUS) for approximate- ly $66.5 million, a price per subscriber equiv- alent to that paid by Bell in the Acquisition. Bell was represented by an in-house legal team comprised of Martin Cossette, Vice- President Legal, Jean-François Laroche, As- sistant General Counsel, and Alexis Cloutier, Senior Legal Counsel; and by McCarthy Té- trault LLP with a team that included Robert Hansen, Fraser Bourne, Laure Fouin and Jes- sica Rousseau (corporate and M&A); Robert Nearing, Angelo Discepola and Andrew Haikal (tax); Étienne Guertin (financial ser- vices); and Geoff Hall and Marc-Alexandre Hudon (litigation). Bell was represented in the US by Sullivan & Cromwell LLP with a team that included Donald Crawshaw, Dan- iel Lorme and Zachary Levine (corporate); Eric Queen (antitrust); and Ronald Creamer Jr. and Andrew Motten (tax). Bennett Jones LLP represented Alarm- Force, with a team that included Gary Sol- way, Kristopher Hanc, Kelly Ford, Eric Chernin and Duncan D'Arcy (M&A/corpo- rate); Matthew Peters and Philip Ward (tax); and Jonathan Bell and William Bortolin (litigation). Wildeboer Dellelce LLP acted for the special committee of the board of directors of AlarmForce with a team that included Mark Wilson, Al Wiens and Ragu Anantharajah (corporate/securities). TELUS was represented by an in-house le- gal team comprised of Andrea Wood, Senior Vice-President Legal Services, and Andras F. Vagvolgyi, Vice President Legal Services; and by Stikeman Elliott LLP with a team led by Sidney Horn and that included Kevin Cus- todio, Hélia Taheri and Anne-Marie Panzini (corporate and M&A). NEXTVIEW NEW ENERGY LION HONG KONG ACQUIRES LITHIUM X ENERGY CLOSING DATE: MARCH 12, 2018 On March 12, 2018, NextView New Energy Lion Hong Kong Ltd. (NextView) complet- ed its acquisition of Lithium X Energy Corp. (Lithium X), by way of a plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the arrangement, all of the issued and outstanding common shares and common share purchase warrants of Lithium X were acquired by NextView's wholly owned British Columbia subsidiary, NNEL Holding Corp., for $265 million. e transaction involved a cash payment to shareholders of $2.61 per share, repre- senting a 29-per-cent premium to the 20-day VWAP of the common shares. NextView New Energy Lion Hong Kong Ltd. was represented by Steven McKoen, Evan Griffith, Zaichi Hu, Mona Yousif (cor- porate) and Alexandra Luchenko (litigation) Insight At Stewart Title we have the knowledge and insight to help you mitigate the risks involved in closing commercial real estate transactions. For a title insurance quote on your next transaction call (888) 667-5151 or visit stewart.ca. © 2017 Stewart. All rights reserved. See policies for full terms and conditions.

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