Tag archives: M&A

Mergermarket report highlights global real estate M&A trends and forecasts

In its June 2017 edition of Venue Market Spotlight (the Report), Mergermarket explored current and projected developments in the real estate M&A sector by surveying 25 global dealmakers. Overall market activity Of the respondents surveyed about market activity in the next 12 months, 44% predict that real estate M&A activity is on the decline, 24% … Continue reading

Due diligence defence for distribution of securities in breach of securities law

In furtherance of a proposed merger or acquisition, it is common place for an issuer to complete a concurrent private placement in order to, among other things, fund its working capital and current operations, complete the transaction or satisfy regulatory or administrative requirements post-transaction i.e., exchange listing requirements upon completion of a reverse-take over. Notwithstanding … Continue reading

Customers and sales: the truth in the numbers

Mergers and acquisitions typically involves a considerable amount of legal, financial tax and relevant industry due diligence by a purchaser. Consider a transaction where a buyer purchases a private company that sells products or services. The buyer would want to know what it is buying and what obligations it is assuming, but also data regarding … Continue reading

So you want to buy a baseball team

It’s October, 2015. You’re at the Roger’s Centre, watching the Toronto Blue Jays play the Texas Rangers in game five of the American League Division series. The game is tied 3-3 after a wild and tense seventh inning. Jose Bautista is up to bat with two runners on base. Bautista hits a no-doubter home run … Continue reading

Investment Canada Act update: new thresholds and national security in the news

Threshold now $1 billion As a result of recent amendments, most direct acquisitions of control of a Canadian company now only require prior approval of the Minister of Innovation, Science and Economic Development under the Investment Canada Act if the enterprise value of the Canadian business exceeds $1 billion.  That is expected to reduce the … Continue reading

The importance of cybersecurity in the M&A due diligence process

Given the increasing frequency of cybercrime and online security breaches, cybersecurity has moved to the forefront of importance when evaluating M&A prospects. Acquirors want to ensure that they are receiving the full value of what they are purchasing and protect themselves against any possible data breaches that can result in reputational, legal, or financial harm. … Continue reading

Venture capital and private equity exhibit disparate Canadian market trends in Q1 2017

According to a report recently published by the Canadian Venture Capital & Private Equity Association (CVCA) entitled “CVCA Q1 2017 VC & PE Canadian Market Overview: VC experiences robust quarter; PE flat in Q1”, Canadian venture capital (VC) recorded its second-best quarter since 2013, while Canadian private equity (PE) failed to outpace its current stagnant … Continue reading

Culture: its impact on successful M&A

A clash of cultures is one factor that contributes to unsuccessful mergers and acquisitions after closing. Often, management tends to be so focused on other aspects of a successful transaction that the integration of culture is overlooked. What is culture? Culture refers to a set of values and beliefs that inform the behaviour and attitudes … Continue reading

Acquisitions in the life sciences start-up space: a principal-agent problem in the making

Earlier this year, Bloom Burton & Co. hosted the 2017 Bloom Burton Life Sciences Investor Conference. The conference brings together early stage life sciences companies with professional advisors in the industry for two days of talks given by the companies on what they are trying to accomplish and how they have been progressing. Over the … Continue reading

Bye bye bye: private equity exit strategies

Exits are central to the private equity investing process and a PE firm will consider a variety of different exit strategies to realize its return on investment. Four of the most common PE exit strategies are: trade sale, initial public offering, secondary buyout and leveraged recapitalization. A fifth exit option is also discussed below. Trade … Continue reading

New genetics technologies set to revolutionize life sciences

Curing diseases by editing a person’s genes or using medicine specifically designed to work with their genetic profile has long been the realm of science fiction. However, new technologies have made this area of “personalized medicine” a hotbed for potential M&A growth. CRISPR, a new technology already in discussions for a Nobel Prize, is revolutionizing … Continue reading

Humanizing the deal: approaching M&A negotiations with small private companies

While mergers and acquisitions take place between companies, it is individuals who engage in the negotiations. These individuals bring their own motives, goals, fears, and aspirations to the negotiation room, all of which impact their decision-making and ability to consummate a deal. Though certainly not always the case, many sellers lack seasoned M&A experience, and … Continue reading

Canadian M&A market maintains strong position as global investment destination

According to reported results from E&Y’s recent Global Capital Confidence Barometer survey, Canada’s mergers and acquisitions (M&A) market is expected to remain strong despite the current climate of geopolitical uncertainty, with 62% of Canadian respondents actively pursuing deals (compared to 48% six months ago). It was also reported that, for the fifth time in a … Continue reading

The shifting role of private placements

In the aftermath of the 2016 amendments to the Canadian takeover bid rules, legal practitioners and regulators alike predicted that the new 105-day minimum bid period heralded the end of the defensive tactic of choice in recent decades—the shareholder rights plan. Specifically, it was thought that the pro-target board increase in the minimum bid period … Continue reading

AIG reports increased R&W insurance claims in the M&A market

AIG, in its recently published 2017 M&A Claims Report, explored the rising number of representations and warranties (R&W) claims in the M&A market by examining AIG policies written between 2011 and 2015. Increase in R&W claims Mary Duffy, AIG’s global head of M&A insurance, posits that the marked increase in claims could stem from buyers … Continue reading

Shareholder activism in M&A

As noted by Kingsdale Advisors in a recently published report, corporate directors and their legal advisors continue to pay insufficient attention to shareholder activism in M&A. The authors of the 2017 special report caution that not only have shareholder activists been emboldened by post-financial crisis legislative changes that afford shareholders greater say, but that these investors … Continue reading

Employment considerations in an M&A deal

Parties to an asset transaction should carefully consider the implications of the proposed acquisition on existing employment arrangements, including, non-competition agreements, workers’ compensation programs, and pension plans. The provisions of the Employment Standards Act, 2000, S.O. 2000, c. 41 (ESA), the governing employment standards legislation in Ontario, should be considered when negotiating employment arrangements as … Continue reading

Private equity trends towards specialization

Competition has increased in the private equity (PE) market. In the US, PE firms paid a 31% premium for acquisitions in 2016, an eight-year high according to Bloomberg data. There are a growing number of market participants chasing after ever scarcer quality businesses thereby causing price appreciation of businesses. In addition, the availability of low … Continue reading

New forfeiture of corporate property regime in Ontario

A new regime effecting the forfeiture of corporate property was recently enacted in Ontario. The new legislation, which came into force on December 10, 2016, includes the Forfeited Corporate Property Act, 2015 (FCPA) and related amendments to the Ontario Business Corporations Act (OBCA). Under Ontario law, when a corporation is dissolved, all of its personal … Continue reading

Modern M&A deal process: focus on negotiated sales and increased usage of technology

Technology is increasingly playing a bigger role in M&A deals, transforming the way transactions are priced, negotiated and completed. The use of different platforms is facilitating transmission of deal information to a wider group, and as a result, crucial stages in a deal can now be done remotely and simultaneously by several deal parties. Moving … Continue reading
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