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Expertise

Mergers and Acquisitions

Our mergers and acquisitions practice encompasses all aspects of public and private M&A, including domestic, cross-border, and international transactions. Our M&A practitioners are known for their deal-making skills and for finding innovative solutions to the complex issues that arise in a fast-paced deal environment.

We focus on obtaining a clear understanding of our clients' business objectives and then partnering with them to achieve those objectives. Any M&A transaction, large or small, represents a business-critical undertaking, which is why we feel that working as integral members of a client's transaction team results in the most successfully planned and executed deals.

We represent a variety of players in M&A transactions, including:

  • Bidders
  • Targets
  • Boards of directors and special committees
  • Controlling shareholders
  • Institutional and private equity investors
  • Acquisition financiers
  • Investment dealers
  • Regulatory authorities

Clients also benefit from our expertise in related practice areas, including tax, competition/antitrust, foreign investment review, litigation, employment and labour, pensions and benefits, intellectual property, environmental and real estate matters. Our full service practice enables us to provide comprehensive legal solutions at all stages of an M&A mandate; from the planning phase to the post-closing integration phase.

Our M&A practitioners are recognized for their M&A expertise in Chambers Global Guide to the World's Leading Lawyers, the International Financial Law Review 1000, the Practical Law Company: Which Lawyer? - Canada and the Canadian Legal Lexpert Directory, among other publications. In addition, two of our senior partners served on the Investment Dealers Association of Canada's Committee on Take-Over Bid Regulation (the Zimmerman Committee), whose report became the basis for new take-over bid legislation enacted across Canada in 2001 and updated in 2008.

Services
  • Acquisition financing
  • Acquisitions
  • Competition Act (antitrust) pre-merger notification
  • Directors and officers' duties and liability
  • Dissent and appraisal rights
  • Due diligence
  • Foreign investment approval (Investment Canada)
  • Going-private transactions
  • Investment dealer mandates (including fairness opinions and valuations)
  • Mergers and amalgamations
  • Plans of arrangement
  • Private equity investment
  • Proxy contests
  • Recapitalizations and reorganizations
  • Related party transactions
  • Shareholder rights plans
  • Special committee advisory work
  • Spin-offs and divestitures
  • Strategic alliances and joint ventures
  • Take-over bids and issuer bids
  • Take-over bid litigation and regulatory hearings
  • Take-over bid preparedness and defence planning

Client Work
Merge Healthcare Announces Successful Completion of $20M Financing

Counsel to Merge Healthcare, a leading medical imaging software and services provider, in its $20M financing with Merrick.  More

Monessen Hearth and The Riverside Company Acquire Certain Assets of CFM

Counsel to Monessen Hearth in its acquisition of assets related to the US business conducted by CFM Corporation, including the Vermont Castings and Majestic Fireplaces brands.  More

Andlauer Management Group Commences its Insider Bid to Acquire ATS Andlauer Income Fund

Counsel to Andlauer Management Group Inc. in connection with its insider bid to purchase ATS Andlauer Income Fund.  More

Wajax Acquires Weir Process Equipment

Counsel to Wajax through its business units Kinecor Limited Partnership and Spencer Industries Inc., as purchasers, in the $25M+ purchase of the assets and property of Weir Process Equipment.  More

Freeworld Coatings Purchases Worldwide Rights to Biodegradable Coating Removal Products

Counsel to Freeworld Global in its purchase of worldwide rights to environmentally friendly biodegradable coating removal products from Napier Environmental.  More

Patterson Dental Acquires Achway Distribution, Arco Dental and Provi-Modern Medical

Counsel to Patterson Dental Canada Inc. in connection with the acquisition of all of the shares of Archway Distribution Inc., Arco Dental Inc. and Provi-Modern Medical International Inc.  More

RBC Completes Acquisition of Commercial Leasing Division of ABN AMRO Bank N.V. - Canada Branch

Counsel to Royal Bank of Canada in connection with its acquisition of ABN AMRO's Canadian commercial leasing division.  More

Basell Sells its Corunna Site to Shell Chemicals

Counsel to Basell Canada in connection with the sale of certain assets to Shell Chemicals Canada.  More

Domtar Enters Agreement to Sell its Forest Products Business for Approximately $285M

Counsel to Domtar Corporation in its agreement for the sale of its forest products business to the newly created Conifex Inc. for approximately $285 million including an estimated $50 million of working capital.  More

Andlauer Management Group Proposes to Acquire ATS Income Fund

Counsel to Andlauer Management Group Inc. in connection with its proposed acquisition of ATS Andlauer Income Fund.  More

Visa Canada Integrates with Visa International

Represented Visa Canada in Visa enterprise's 2007 global restructuring program.  More

The Shumka Group Acquires Various Insurance Claims and Risk Management Services from CGI Group

Counsel to The Shumka Group in an acquisition creating the largest independent insurance services company in Canada.  More

Babcock & Wilcox Acquires Intech and Ivey-Cooper Services

Acted as counsel to Babcock & Wilcox in its acquisition of Intech and Ivey-Copper Services.  More

Sangoma Technologies Acquires Paraxip Technologies

Represented Sangoma in its acquisition of Paraxip, a leading developer of IP connectivity software.  More

Bowater Merges with Abitibi Consolidated

Represented Bowater Inc. in the final step of its merger with Abitibi-Consolidated  More

The Brock Group Acquires All Outstanding Securities Of Steeplejack Industrial Group Inc.

Acted as Canadian counsel for The Brock Group in connection with its successful $122 million acquisition of all of the outstanding securities of Steeplejack Industrial Group.  More

Yellow Pages Group Acquires Telephone Directories Business of Aliant Directory Services

Assisted Yellow Pages Group Co. (YPG), a wholly-owned subsidiary of Yellow Pages Income Fund, in its acquisition of the telephone directories business of Aliant Directory Services.  More

Bioniche Life Sciences Receives $17.5 Million for Offering

Acted for Bioniche Life Sciences in its offering of 14,583,33 units for gross proceeds of $17.5 million.  More

JDSU Acquires Innocor

Acted for Innocor, a provider of broadband test solutions for network equipment manufacturers, in its acquisition by JDSU.  More

Goldman Sachs Capital Partners Finances CanWest MediaWorks Purchase of Alliance Atlantis Communications

On January 10, 2007 Goldman Sachs Capital Partners and CanWest MediaWorks announced CanWest MediaWorks' agreement to purchase Alliance Atlantis Communications.  More

Garda Acquires ATI Systems International

Represented Garda in its $395 million cross-border acquisition of ATI Systems International to become the second largest cash handling company in North America.  More

SNC-Lavalin Sells Subsidiary, SNC Technologies, to General Dynamics

Acted for SNC-Lavalin in connection with the sale of its subsidiary, SNC Technologies (an ammunition system integrator), to General Dynamics in a transaction valued at $315 million.  More

Nomura Holdings Acquires Instinet Inc.

Acted as counsel to Nomura Holdings, the Tokyo-headquartered global financial services group, in its acquisition of Instinet Inc., the U.S. based electronic broker, for US$1.2 billion.  More

Rio Tinto Acquires Alcan

Ogilvy Renault represented Alcan in its recently completed US$38.1 billion offer of acquisition.  More

Yellow Pages Group Acquires TBayTel

Acted as counsel to Yellow Pages Group Co. in the $17M acquisition of the telephone directories business of TBayTel.  More

Ogilvy Renault Represents Hochschild Mining plc in $64.6 Million Deal

In connection with its $64.6 million strategic investment in Lake Shore Gold Corp. for a 19.9% equity interest. The deal included rights to increase to a 40% fully diluted equity interest.  More

KR Wind Holdings (Canada) Inc. Completes Purchase of 2064807 Ontario Inc., a private holding company for R.J.S. Mechanical Inc. and Q.C. Enterprise Inc.

The vendors, Robert and Janice Scoffield, were represented by Ogilvy Renault LLP with a team comprised of Michel Carle, Anthony Milazzo, Sarah Crossley and Fiorella Bellissimo.  More

Europe's Best Acquired by J. M. Smucker

Represented Europe's Best Inc. The acquired business is expected to add approximately $70 million in net sales to The J.M. Smucker Company.  More

Bowater Mersey Paper Company Limited Acquires Brooklyn Power Corporation and South Shore Power Services Incorporated

Counsel to Bowater Mersey Paper Company Limited. The acquisition ensures the environmentally beneficial supply of steam for the paper mill, as well as the supply of new renewable electrical power into the Nova Scotia power system.  More

Ogilvy Renault Acts for CHC in $3.7 Billion Deal

The largest ever buy-out in the oil field services industry  More

Atrium Sells Active Ingredients and Specialty Chemicals Division to AXA Private Equity

Represented Atrium Innovations in the sale of its Active Ingredients and Specialty Chemicals division to AXA Private Equity for total proceeds of US$166,400,000.  More

Kendle International Inc. Acquires DecisionLine Clinical Research Corporation

Represented Kendle in its acquisition of DecisionLine through a wholly owned Canadian subsidiary.  More

Acklands-Grainger Purchases Excel F.I.G.

Represented AGI in its purchase of Excel F.I.G, a distributor of industrial supplies in the area of Granby, Quebec.  More

U.S. Fence Acquires Royal Group

Represented U.S. Fence, North America's largest manufacturer and distributor of wood and vinyl fencing, in its acquisition of Royal Group's outdoor storage building business.  More

Ogilvy Renault Represents the Shareholders of Thibodeau Group of Companies

TransForce Income Fund completed the acquisition of all of the shares of Groupe Thibodeau inc., a privately held company headquartered in Portneuf, Quebec.  More

Quebecor Media Take-over Bid for Osprey Media Income Fund

Acted as counsel to Quebecor Media Inc. in its $517 million take-over bid for Osprey Media Income Fund, one of Canada's leading publishers of daily and non-daily newspapers, magazines, and specialty publications.  More

Cerberus Bid to Privatize BCE Inc.

Represented Cerberus Capital Management L.P. in its bid to privatize BCE Inc., Canada's largest telecommunications company. The eventual successful bid from another group was ultimately for $51.7 billion.  More

Acted as counsel to the board of directors of Telesystem International Wireless Inc. in respect of the sale of its operating subsidiaries

Acted as counsel to the board of directors of Telesystem International Wireless Inc. in respect of the sale of its operating subsidiaries  More

Metro Inc. Acquires A&P Canada

Acted as counsel in this $1.7 billion acquisition  More

Yellow Pages Group Co. Acquires Print and Online Directory and Directory Data Services Business

Acted as counsel in this CAN$275 million acquisition  More

Garda World Security Corporation Acquires Kroll Security

Acted for Garda, a global leader in security and investigations services  More

UCB SA Take-Over Bid to Acquire German-based Schwarz Pharma Aktiengesellschaft

Acted as Canadian counsel to the Belgium-based biopharmaceutical company  More

Events
Mergers & Acquisitions for the Mining Industry

Dawn Whittaker presents a session entitled 'Fulfilling Your Disclosure Obligations in an M&A Deal'.  More

Thunder Bay Law Association Fall 2008 Conference

Jay Lefton speaks on on M&A Considerations in Acquiring Privately-Held Companies: Market Trends, Key Provisions, Traps and Pitfalls.  More

Redefining Transaction Boundaries

Terence Dobbin discusses sovereign wealth funds, new investors and new investment opportunities  More

Wind Matters 2008: Finance and Investment Seminar

Valerie Helbroner presents a session on Consolidation and M&A: Opportunities, Challenges & Strategies for Both Buyers and Sellers.  More

2008 Corporate Governance Conference

Ava G. Yaskiel presents a session on The Board's Role in M&A Preparedness and Management.  More

Publications
Canada Transitions to International Financial Reporting Standards in 2011

Dawn Whittaker provides information on the upcoming shift to International Financial Reporting Standards, as well as recommendations for US companies that have pending or existing relationships with Canadian organizations.  More

Private Equity Opportunities in the Global Energy Sector

Charles Keizer is quoted in an article published in Financier Worldwide, describing how a renewed interest in alternative energy and greater energy demand from countries like China and India are affecting the industry.  More

Passport for Business - Summer 2008

Cross-border business and issues with a distinctly Canadian perspective.  More

Be Mindful of the Investment Canada Act when Acquiring a Canadian Business

Denis Gascon and Jason P.T. McKenzie discuss the implications of the Honourable Jim Prentice's rejection of the proposed acquisition of MDA by ATI as it relates to the Investment Canada Act.  More

Canadian M&A in 2008: The After Party

Rick Sutin wrote about the M&A landscape amidst a slow American economy and a high Canadian dollar. The article appears in the 2008 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.  More

IBA Takeover Guide: Canada

Jay A. Lefton provides an introduction to key laws, regulations, and issues surrounding takeover bids in Canada. This is a joint initiative between the IBA's Corporate and M&A Law and Securities Law committees.  More

Ogilvy Renault Annual Review 2006

2006 was an exciting year for our clients, lawyers and agents. We are particularly proud of our client-focused approach to providing service-a perspective clearly appreciated by those we serve.  More

Terence Dobbin featured in Financier Worldwide

Terence S. Dobbin, a partner in Ogilvy Renault's Business Law practice, was invited to write a guest column in November's UK-based Financier Worldwide magazine.  More

Defensive Tactics in Canadian M&A

In the Sept. 2007 issue of Financier Worldwide, Terence S. Dobbin, partner in the Business Law Group, comments on the state of Canadian companies vis-à-vis corporate takeovers.  More

NASD Proposes Revised Rules for Fairness Opinions

On June 7, 2007, the National Association of Securities Dealers, Inc. (NASD) filed with the U.S. Securities and Exchange Commission (SEC) amendments to proposed NASD Rule 2290 which imposes new disclosure and procedural requirements for fairness ...  More

Developments in Canadian M&A

In this article published in LEXPERT's 2007 Guide to the Leading U.S./Canada Cross Border Corporate Lawyers in Canada, Terence S. Dobbin, Francis R. Legault and Pierre R. Dagenais explain why corporate Canada experienced a tremendous amount of mergers ...  More

"The Hollowing Out of Corporate Canada ?", a speech by Derek Burney

"The Hollowing Out of Corporate Canada ?" is a speech given by Derek H. Burney, Senior Strategic Advisor at Ogilvy Renault LLP, at the Conference Board of Canada Mergers & Acquisitions: New Threats and Opportunities Conference, Toronto Marriott ...  More

Ogilvy Renault LLP 2005 Annual Review

We are pleased to share the following 2005 highlights from our four main practice areas: Business Law, Litigation, Intellectual Property and Employment and Labour Law.  More

2003 Annual Review

Highlights of some of our top cases in Securities, Mergers & Acquisitions, and Litigation.  More

Modernization of the Civil Code: Repeal of the Bulk Sales Provisions

On June 13, 2002, the Quebec National Assembly adopted Bill 50, which amends the Civil Code of Québec (C.C.Q.) and certain other laws. Section 8 of Bill 50 has completely repealed the provisions of the C.C.Q. regulating bulk sales.  More

Media Highlights
Ogilvy Renault Announces the Return of the Honourable Michael M. Fortier, P.C.

Canada's former Minister of International Trade and Minister responsible for Greater Montreal, the Honourable Michael M. Fortier, will return as a partner in our business law group, practising in the area of mergers and acquisitions.  More

La prudence succède à la frénésie

Francis Legault, chair of our Corporate Finance and Securities team, analyzes the impact of the financial crisis on the M&A market, in La Presse.  More

Private Equity Opportunities in the Global Energy Sector

Charles Keizer talks to Financier Worldwide about how a renewed interest in alternative energy and greater energy demand from countries like China and India affect the industry.  More

Optimism Gets 'A Cold Shower' In September

Ogilvy Renault is mentioned in the Globe and Mail for its work with New York-based investment bank Casimir Capital in its attempts to raise money for Canadian miners.  More

Dollar Volume Drops in M&A Deals

Ogilvy Renault had the largest average deal size among Canadian firms in 2007, according to the latest Bloomberg league rankings published in the Financial Post.  More

Strategic Buyers Return

Terence Dobbin explains to the Legal Post that strategic buyers in the Canadian M&A market are gradually getting the upper hand over private equity players.  More

A Mid-2008 Report On Developments In Canadian M&A And Investment Law And Practice

Rick Sutin reviews the year in business so far, including an analysis of foreign investment and shareholder activism, in the September issue of ACC Docket's Canadian Briefings.  More

Helicopter Deal Takes Off

Terence Dobbin talks to Counsel to Counsel about his role as lead outside counsel in the deal between CHC Helicopter Corp. and First Reserve Corp.  More

Ogilvy Renault Wins Canadian Gold Award for M&A and Corporate Finance

The International Legal Alliance has named Ogilvy Renault its Canadian Gold Award winner for 2008 in M&A and Corporate Finance. The award recognizes the best global performers in the legal profession.  More

Downturn, Upturn? Just Adapt and Do the Work That's There

Norm Steinberg is quoted in Lexpert, where he comments on the state of M&As in Canada in 2008, including Ogilvy Renault's recent deal representing the target in the largest-ever buyout in the oilfield services industry.  More

Canadian M&A in 2008: The After Party

Rick Sutin wrote about the M&A landscape amidst a slow American economy and a high Canadian dollar. The article appears in the 2008 Lexpert Guide to the Leading U.S./Canada Cross-border Corporate Lawyers in Canada.  More

Ogilvy Renault ranks near the top in M&A Rankings

Ogilvy Renault ranked near the top of the newly released Thomson and Bloomberg M&A League table reports for the first quarter of 2008. The firm placed high in both the value and total number of deals.  More

Ogilvy Renault's Cleantech Experience Valuable in Wind Farm Deal

Ogilvy Renault is proud of its participation in one of the first deals in mergers and acquisitions of a wind farm in Canada.  More

Ogilvy Renault Represents Montréal Exchange Which Just Joined Forces with the TSX Group

Ogilvy Renault LLP represented Montréal Exchange (MX) in its business combination with the TSX Group. The new group will be called the TMX Group.  More

Norm Steinberg Featured in the New Legal Page of La Presse

As The Right Honourable Brian Mulroney puts it: "Norman is everywhere!" The inaugural Legal Page of the Montréal daily La Presse profiled our colleague, Norm Steinberg.  More

Ogilvy Renault Acting for Alcan in US$38.1B Deal with Rio Tinto

When it comes to Canada's biggest deals, Ogilvy Renault LLP is there. Our firm is representing Alcan on the US$38.1 billion offer of acquisition by Rio Tinto.  More

Domtar to sell its forest products business for approximately CDN$285 million

Domtar Corporation announced that it has entered into an agreement for the sale of its forest products business to the newly created Conifex Inc. for approximately CDN$285 million including an estimated CDN$50 million of working capital.  More

Symmetry Holdings to acquire Novamerican Steel for US$582.2 million

Symmetry Holdings Inc. and Novamerican Steel Inc. announced that they have entered into a definitive agreement whereby Symmetry will acquire all of the issued and outstanding shares of Novamerican for US$585.2 million, or $56 per share, in cash.  More

Ogilvy Renault's M&A, Corporate Finance and Technology Practices strengthened by addition of Jay Lefton

Ogilvy Renault LLP is pleased to announce that Jay A. Lefton will be joining the firm as a partner in its Business Law Group in Toronto, July 1, 2007.  More

Top Cross-Border Lawyers and Deals: Ogilvy Renault Leads the Pack

Ogilvy Renault acted on the number one cross-border deal of 2006 according to Lexpert's Top 10 list featured in the 2007 Lexpert Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in Canada.  More

Moving up - Ogilvy Renault Makes Significant Strides in M&A Rankings

Mergermarket's M&A results for the first quarter of 2007 indicated that Ogilvy Renault is off to a very big start.  More

Ogilvy Renault LLP and Séguin Racine, Attorneys advising Garda in its acquisition of ATI Systems International to become second largest cash handling company in North America.

Ogilvy Renault LLP, along with Garda World Security Corporation's long-time legal counsel, Séguin Racine, Attorneys (Laval, Québec), are representing Garda in connection with its proposed acquisition of ATI Systems International to become the second ...  More

Ogilvy Renault represents Bowater Incorporated in merger with Abitibi-Consolidated Inc.

Ogilvy Renault, LLP acted as Canadian legal adviser to Bowater Incorporated (NYSE: BOW) in connection with its merger of equals with Abitibi-Consolidated Inc.  More

Ogilvy Renault Only Canadian Law Firm Ranked in Oil and Gas League Table

Ogilvy Renault is the only Canadian law firm to be ranked in the prestigious Thomson Financial international Oil and Gas league table, a list of UK M&A deals completed between 2003-2005.  More