Topic: M&A

Dealing with pending or threatened litigation in M&A

By Jamie Parker on December 11, 2019 Posted in Litigation, M&A

A significant consideration when considering an M&A target can be the impact that pending or threatened litigation has on the proposed transaction. While some organizations may balk at the idea of acquiring a target that is (or is likely to be) the subject of a lawsuit, such companies are often available at significant discounts to … Continue reading

Parties to M&A must be diligent about climate change

By nrfdigitalteam on November 22, 2019 Posted in Energy, Environment, M&A

Climate change has become a high profile issue that is expected to have significant implications for M&A transactions going forward. As public awareness and scientific understanding of climate change continues to evolve, we are more informed about the climate change-related risks that businesses must grapple with and get ahead of. As a result, businesses need … Continue reading

Cybersecurity in M&A Transactions: Friend or Foe?

By Troy Ungerman (Toronto) on November 8, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

The heavy reliance on technology in today’s data-driven world means that cybersecurity threats must be taken seriously. More specifically, with respect to M&A transactions, a target’s cybersecurity mechanisms have become an important part of the due diligence consideration. Indeed, it is important to have a firm grasp on the nature and extent of a target’s … Continue reading

Canadian M&A Q3 2019 Review: Canadian M&A activity remains strong despite a slight decline in transaction volume

By nrfdigitalteam on October 31, 2019 Posted in M&A

Crosbie & Company’s “Crosbie & Company Canadian Mergers & Acquisitions Report for Q3 2019” (the Report) reviews the minor slowdown in Canadian M&A activity in Q3 2019 following a record-breaking second quarter. While deal activity declined slightly in Q3 (776 announced transactions compared to 886 in Q2), the Canadian M&A market remained robust, posting its … Continue reading

CANADA’S COMPETITION BUREAU IS KEEPING AN EYE ON SMALL M&A DEALS

By Kevin Ackhurst (Toronto) on October 18, 2019 Posted in Antitrust, competition and regulatory, M&A

The Competition Bureau (the “Bureau”) is required to review certain merger transactions that exceed various financial thresholds, based on the size of the business being acquired and the combined size of the buyer, the target business, and their affiliates. The notification thresholds under the Competition Act (the “Act”) are discussed in more detail here. The … Continue reading

Emerging Trends in Information Technology (IT) Mergers and Acquisitions

By nrfdigitalteam on October 11, 2019 Posted in M&A, Technology and innovation

Canada’s burgeoning information technology (IT) sector is a standout in the Canadian mergers and acquisitions landscape. A recent report by Duff & Phelps illustrates that in the first half of 2019, IT was the third most active deal-making sector in Canada with over 104 closed transactions. Against this backdrop, three trends emerge: ‘Buying into’ privacy … Continue reading

(Un)masking value: how the data masking market can impact M&A activity

By Troy Ungerman (Toronto) on September 17, 2019 Posted in M&A, Privacy and data protection

Recent rumblings about the “data masking” market have put this concept on the radar of many, which warrants a closer look at the relevant trends and the potential of data masking. The information age has made cybersecurity a necessity and the increase of data breaches and malware attacks have led to calls for greater data … Continue reading

A no-shop provision can be a buyer’s best friend, while exceptions may be the target’s best friend

By Troy Ungerman (Toronto) on September 5, 2019 Posted in Governance and directors' liability, M&A

Deal protections are an important aspect of M&A transactions. Buyers will typically negotiate with the target of the transaction to include all kinds of deal protections mechanisms, including no-shop provisions, matching rights, and break fees payable to the buyer. No-shop provisions in particular restrict the ability of the target board to solicit alternative proposals (including … Continue reading

Both sides of the same coin? Examining the rise of sponsor-to-sponsor deals

By Troy Ungerman (Toronto) on August 29, 2019 Posted in Corporate finance, M&A

As competition and asset multiples increase, private equity (“PE”) firms must find new ways to put their money to work. One way to create new value is through a sponsor-to-sponsor deal. Sponsor-to-sponsor deals involve PE firms on both sides of a transaction – buy side and sell side. Due to their high cost and complexity, … Continue reading

“Weeding out the competition” – an update on M&A activity in the cannabis sector

By Troy Ungerman (Toronto) on August 21, 2019 Posted in Cannabis, M&A

As discussed in previously, the legalization of cannabis in October 2018 sparked a flurry of activity in the Canadian market, as both foreign and domestic investors were eager to enter the space. Notably, in 2018, M&A transactions peaked with over 700 deals completed in the cannabis sector, the total value of which exceeded US$12 billion. … Continue reading

The growth and expansion of streaming services

By Troy Ungerman (Toronto) on August 15, 2019 Posted in M&A, Technology and innovation

The source of our television services is significantly changing from traditional cable and television services to online providers. The actively changing television service landscape is because of the growth of over-the-top (“OTT”) media services. Growing Popularity According to a report by the Canadian Radio-Television and Telecommunications Commission, OTT services are television services that are provided through … Continue reading

Investor uncertainty will continue to impact Canadian M&A momentum

By Troy Ungerman (Toronto) on July 23, 2019 Posted in M&A

Deal count reached a seven-year high in Canada last year, but there has been a loss of momentum in the first half of 2019. On-going trade conflicts and concern over a possible market correction have generated greater economic uncertainty, and the investment outlook for the second half of the year continues to be clouded by … Continue reading

“DARQ” technology and disruptive M&A: gearing up for the “post-digital era”

By Troy Ungerman (Toronto) on July 18, 2019 Posted in M&A, Technology and innovation

As technology has become embedded into most parts of our lives, the majority of companies have completed a digitization process. Maintaining a digital platform has become the new norm, and increasingly sophisticated technologies continue to be developed. Accenture’s Technology Vision 2019 (Vision Report), describes this as the transition to the “post-digital era,” where “digital” is … Continue reading

Avoiding independent contractor liability in M&A

By Troy Ungerman (Toronto) on July 16, 2019 Posted in Employment and labour, M&A

The distinction between employees and independent contractors is significant as it pertains to workers’ legal entitlements. Employees have an exclusive working relationship with an employer, which engages rights and obligations under applicable employment legislation and the common law. By contrast, independent contractor agreements are entered into by legal and contractual equals. As a result, independent … Continue reading

AI as a solution for cybersecurity problems in M&A deals

By Troy Ungerman (Toronto) on July 4, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

Artificial Intelligence (AI) has immense potential as a solution for cybersecurity vulnerabilities in M&A deals. Generally, M&A deals generate value and as such, understanding vulnerabilities on the acquirer and target sides is important for completion of the transaction. With the common usage of networks and servers to store high volumes of data by corporations, vetting for cybersecurity attacks has become a … Continue reading

Good eats: rising interest in dairy & meat alternatives driving M&A activity

By Olga Lenova (Toronto) on June 26, 2019 Posted in M&A, Technology and innovation

As consumer demand for dairy and meat alternatives increases, established food manufacturers are looking to supplement their offerings by entering into M&A transactions with emerging meat and dairy alternative manufacturers. According to a recent report by the Good Food Institute (GFI), there have been 46 completed investments and acquisitions of vegan food manufacturers in 2018 … Continue reading

2019 M&A activity off to a strong start in financial services

By Troy Ungerman (Toronto) on June 25, 2019 Posted in Financial institutions, M&A

M&A activity in the financial services sector has opened with a solid start. According to a KPMG quarterly update, the Q1 2019 report is the second highest than any other quarter since 2016 by deal volume. This positive start to the year suggests that the 11 percent increase in transaction volume last year may continue … Continue reading

Spreading like weeds: alternative cannabis products are on the way!

By Troy Ungerman (Toronto) on June 13, 2019 Posted in Antitrust, competition and regulatory, Cannabis, M&A

As we have previously discussed, Canada has positioned itself as a global leader in the cannabis space. That trend is set to continue on October 17, 2019, when it is expected that alternative cannabis products, which include edibles, infused beverages and topicals containing cannabis and cannabis concentrates will be legalized in Canada. The sale of a new and wider … Continue reading

Global payments industry: frantic M&A activity not slowing down

By Mark Convery and Peter Valente (Toronto) on June 11, 2019 Posted in Finance, M&A

A payments industry that was stagnant and stale for decades has recently entered a transformational and disruptive period of innovation, with seemingly boundless growth ahead. Payments players have engaged in record-setting levels of global mergers and acquisitions (M&A) activity over the course of the past few years, but 2019 is poised to be yet another … Continue reading

Ready to rock! 2019 may see increased M&A activity among Canadian mining companies

By Troy Ungerman (Toronto) on May 30, 2019 Posted in Infrastructure, mining and commodities, M&A

2018 was a difficult year for Canadian mining companies. The aggregate valuation of TSX-listed miners declined by 12.7%, while equity capital raised by these companies declined by 36% from the previous year’s total. In this environment, new financings and deals have been scarce, but there is reason to believe that this trend might change in … Continue reading

Understanding landlord consents in share and asset purchase transactions

By Slade Rieger (Calgary) on May 21, 2019 Posted in M&A, Real estate

Transactions, whether share or asset purchase, may involve the transfer of real property interests. Some important considerations when drafting agreements for these transactions are: Are there any leases that are a part of the transferred assets? If so, is landlord consent required for assignment or change of control under these leases? Are the leases material, … Continue reading

Health Canada changes cannabis licensing process

By Troy Ungerman (Toronto) on May 16, 2019 Posted in Cannabis, M&A, Pharmaceuticals and life sciences

On May 8, 2019, Health Canada announced that it is introducing changes to its cannabis licensing process, effective immediately. Before the change, an applicant can apply for a cannabis license by submitting paper application to Health Canada without having to build a facility first. Now, a new applicant for licence to cultivate, process or sell … Continue reading

A-I Captain! Know the legal risks of buying an AI company… or go down with the ship

By Troy Ungerman (Toronto) on May 7, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

On February 21, 2019, Blackberry completed its acquisition of Cylance, a privately-held artificial intelligence (AI) and cybersecurity company. Acquisitions of AI companies like Cylance are becoming increasingly common as businesses seek to realize the opportunities in offering much-improved products or services to their customers. Canada, in particular, has become a hotspot for activity in the … Continue reading

Electronic documents and signatures: a legal overview

By Craig Hickey (Calgary) on May 2, 2019 Posted in M&A

In our increasingly digitized world, it is important to know the rules regarding electronic documents and signatures. Each Canadian province and territory has adopted its own electronic commerce legislation, which are very similar to one another and largely permissive in regards to the use of electronic documents and signatures. Alberta’s e-commerce legislation is called the … Continue reading