Canadian deals

• Special Committee of the Board of Directors of Inter Pipeline Ltd.: Advised the Special Committee of the Board of Directors of Inter Pipeline Ltd. in its response to an unsolicited takeover bid by Brookfield Infrastructure Partners L.P., which involved a successful auction process that concluded with Brookfield increasing its offer to secure board support for the acquisition at a valuation of approximately CA$15 billion on an enterprise-value basis. Winner of the Canadian Law Awards M&A Deal of the Year 2022.
• 3PlayMedia Inc.: Advised 3Play Media, Inc., as Canadian counsel, in its acquisition of CaptionMax LLC and its Canadian subsidiary, NCC CM Canada Holdings Ltd.
• ADRM Software, Inc.: Advised a leading provider of large-scale industry data models, in its sale to Microsoft.
• Bonnefield Financial Inc.: Advised Bonnefield Financial Inc., a leading Canadian farmland investment manager, on the sale of a majority interest in the company to Walter Global Asset Management.
• Bunzl Canada Inc.: Advised as lead counsel in two separate back-to-back transactions, being: (i) the acquisition of Pinnacle Paper & Sanitation Inc.; and (ii) the acquisition of Snelling Paper & Sanitation Ltd. (and its Sur-Seal Packaging division which is a wholly owned subsidiary of Snelling Paper).
• Capital Power Corporation: Advised on the sale of its minority owned interest in K2 Wind to a consortium of investors led by Axium Infrastructure (Axium Consortium) for $216 million. K2 Wind is a joint venture between Capital Power, Pattern Energy Group Inc. (Pattern Energy), and an Axium-led consortium. Pattern Energy also agreed to sell its interest in the facility to the Axium Consortium under the same agreement.
• Canadian Natural Resources Limited: Advised CNRL in the acquisition of Storm Resources Ltd. by way of a plan of arrangement for approximately CA$960 million.
• Dapasoft Inc.: Advised a leading provider of innovative systems integration, cloud lifecycle management and cybersecurity solutions, in its acquisition by Calian Group Ltd., a provider of trusted products and solutions. The acquisition was for all of the shares of Dapasoft Inc. and its wholly owned subsidiary, iSecurity Inc.
• Ely Gold Royalties Inc.: Advised for Ely Gold Royalties Inc., a leading precious metals royalty company, in its CA$300 million acquisition by Gold Royalty Corp.
• Fire & Flower Holdings Corp.: Advised in its acquisition of Friendly Stranger Holdings Corp., making Fire & Flower the largest cannabis retailer in Canada.
• Ingredion Canada Corporation: Advised in its acquisition from its joint venture partners (being entities controlled by James Cameron and Suzy Cameron) of the remaining portion of the ownership in Verdient Foods that Ingredion Canada did not already own. Concurrently with the completion of the Verdient Foods transaction, Ingredion Canada also completed the acquisition of certain real estate assets in Saskatchewan from a separate entity affiliated with James Cameron.
• MacDon Group of Companies: Advised in the CA$1.2 billion acquisition of 100% outstanding equity interests by Linamar Corporation.
• Meritage Midstream: Advised on the sale of its Canadian midstream business to SemCams for sale proceeds of CA$600 million.
• Millennial Lithium Corp.: Advised the TSXV-listed company and the special committee of its board of directors on the acquisition of the company by Lithium Americas Corp. for CA$500 million by way of a plan of arrangement.
• Multinational life sciences company: Advised as Canadian counsel in the US$6.89 billion sale of its animal health business to Elanco Animal Health Inc.
• Noralta Lodge Ltd.: Advised on their agreement with Civeo Corp., a global provider of workforce accommodations, logistics and facility management services, for Civeo to acquire 100% of the equity interests of Noralta for total consideration of approximately CA$367 million, on a cash-free, debt-free basis.
• Ontario Power Generation Inc.: Advised on the acquisition of a 50% interest in the 560MW combined-cycle natural gas-fired Brighton Beach Generating Station from affiliates of Canadian Utilities Limited. After completion of the acquisition, Ontario Power Generation is the sole owner of the Brighton Beach Generating Station.
• Phoenix Partners Fund I, L.P. and BBH Group Inc.: Advised Phoenix Partners and BBH Group Inc. in the acquisition of Macmor Industries Ltd, a Manitoba-based company that is involved in the distribution of industrial, safety and rigging products.
• RewardOps Inc.: Advised the Toronto technology company with an API-based engagement commerce platform for the loyalty market, in its acquisition by Gary Jonas Computing Ltd., a subsidiary of Constellation Software Inc.
• Rocky Mountain Dealerships Inc.: Advised Rocky Mountain Dealerships Inc., Canada’s largest agricultural equipment dealer, on its CA$195-million go-private transaction.
• ROOT Data Centre: Advised the leading wholesale data center provider in Montreal, Quebec, in is acquisition by Compass Datacenters, LLC (Compass). Compass is backed by private equity firm RedBird Capital Partners and by Ontario Teachers’ Pension Plan.
• Shell Canada: Advised Shell Canada on its CA$190 million sale of its upstream and midstream assets in the Foothills area of Alberta to Pieridae Energy.
• Strongco Corporation: Advised on an acquisition by Nors, S.A. Under the terms of the Arrangement Agreement, Nors, through a wholly-owned subsidiary, will acquire all of the outstanding equity of Strongco for CA$3.15 per share in cash and results in a transaction value of approximately CA$193 million (inclusive of Strongco’s net interest bearing debt).

Cross-border deals

• 5N Plus Inc.: Advised 5N Plus, a leading global producer of specialty semiconductors and performance materials, in its acquisition of AZUR SPACE Solar Power GmbH (AZUR), a global leader in developing and manufacturing multi-junction solar cells for space and terrestrial concentrated photovoltaic applications.
• Cerrado Gold Inc.: Advised in an acquisition of Minera Don Nicolás S.A., and its namesake operating mine and surrounding properties in the Province of Santa Cruz, Argentina as well as a metals purchase and sale agreement and financing package.
• Click to Collect West Indies Ltd.: Advised in its listing on the NASDAQ Capital Market by way of a business combination with Schultze Special Purpose Acquisition Corp.
• Cougar Drilling Solutions Inc.: Advised on the sale of its global downhole drilling services business to TAQA Drilling Solutions Inc., a wholly owned subsidiary of Industrialization and Energy Services Company (TAQA). The Saudi Government, through the Public Investment Fund, owns 45% of TAQA, while the remaining 55% is owned collectively by Joint Stock Companies and several private and industrial investors representing a cross-section of the Saudi industrial community.
• Dow Chemical Canada ULC: Advised on the sale of its rail infrastructure assets and related equipment at six major North American sites (including Fort Saskatchewan and Prentiss in Alberta) to Watco Companies, LLC for US$315 million.
• Dye & Durham Corporation: Advised in its acquisition of GlobalX Information Pty Ltd for approximately CA$166 million.
• Enbridge Inc.: Advised Enbridge on its $1.75 billion sale of a 49% interest in a portfolio of renewable power assets in North America and Europe to the Canada Pension Plan Investment Board (CPPIB). Under the terms of the transaction, CPPIB also committed to fund its 49 percent share of the remaining construction capital required to complete certain wind projects representing a total investment commitment by CPPIB of $2.25 billion.
• Flex Pharma, Inc.: Advised the NASDAQ-listed biotechnology company in its reverse acquisition by Salarius Pharmaceuticals, LLC.
• Gage Growth Corp: Advised on its business combination with TerrAscend Corp. for aggregate consideration of approximately US$545 million. As part of the transaction, Dentons also advised Gage on regulatory matters in respect of the reorganization of its Canadian cannabis retail operations. The transaction established one of the largest cannabis companies in North America, operating 7 cultivation facilities, over 25 retail locations and across 6 states and provinces.
• Groupe Lactalis: Advised Lactalis Canada, a subsidiary of Groupe Lactalis, in its acquisition of Agropur’s Canadian yogurt business, Ultima Foods, including the Iögo and Nanö yogurt brands, as well as the Olympic yogurt, sour cream and kefir brand.
• Instant Brands Inc.: Advised on its merger with Corelle Brands LLC (Corelle). Corelle is a portfolio company of private equity firm Cornell Capital with more than US$2.8 billion in assets under management.
• Media 6: Advised in its acquisition, through a SPA (Share Purchase Agreement), of the Canadian company Interior Manufacturing Group (IMG), specialized in the design and manufacturing of luxury retail interiors and furnishings in the North American market.
• MIE Holdings Corporation: Advised on the US$250 million sale of its entire Canadian upstream oil and gas business to Far East International Limited. The transaction involved assets covering two million net acres of land and ownership in several major gas processing facilities. An Advance Ruling Certificate (the highest form of Canadian competition law clearance) was secured from the Competition Bureau and Investment Canada advice was also provided.
• Motorola Solutions, Inc.: Advised as international counsel in its acquisition of Pelco, Inc., a global provider of video security solutions operating in 20+ jurisdictions across the world.
• Multinational pharmaceutical and life sciences company: Advised with respect to corporate matters in Canada, as well as local corporate matters around the world, in the sale of this multinational pharmaceutical and life sciences company’s agricultural businesses and assets for US$9 billion to German chemical company. The sale was one of the largest antitrust enforcement divestitures in history.
• ole Media Management LP: Advised on CA$300 million in acquisitions of production music and related businesses in multiple jurisdictions, including Compact Media Group, Cavendish Music, Jingle Punks Music LLC and Sony Pictures Entertainment.
• Ontario Power Generation Inc.: Advised on its acquisition of Cube Hydro Partners, the owners and operators of 19 hydroelectric facilities in five states in the U.S., from private equity fund Helix Partners.
• Ontracks Enterprises, Inc.: Advised in the cross-border sale of the companies to Bentley Systems (BSY), an engineering software firm providing solutions to accelerate project delivery and improve asset performance for the infrastructure that sustains the economy and the environment.
• The Baupost Group, LLC: Advised in its acquisition of Western Union Business Solutions (now known as Convera) from the Western Union Company.
• Verrano Holdings Corp.: Advised in its acquisition of all of the issued and outstanding shares of Goodness Growth Holdings, Inc. by way of plan of arrangement for an all share purchase price of US$413 million.