The SPAC is back: going public in a pandemic

According to Axios, the first half of 2020 saw special purpose acquisition companies (“SPACs” for short) in the U.S. raise over US$20 billion, easily eclipsing the US$13.3 billion raised in all of 2019. A SPAC is a special purpose vehicle that does not have any assets or operations, but exists solely for the purpose of … Continue reading

COVID-19 Series: Considerations and Modifications of Certain Provisions in M&A Agreements (Valuation and Post-Closing Pricing Mechanisms)

In recognition that businesses are adjusting to their “new normal” and some companies are exploring acquisitions or divestitures as opportunities to strengthen their bottom line, we will be publishing a series of blogs aimed at highlighting some of the considerations and key drafting areas in a purchase and sale agreement that parties to Canadian private … Continue reading

Fintech M&A Activity in 2020: The Digital Economy is Here

Paying for Payments While uncertainty arising from the COVID-19 pandemic has slowed down most deal activity, Fintech, in particular the payments space, is a big exception. Recent analysis from KPMG revealed that UK payment deals in the first quarter of 2020 alone exceeded the total number of deals in 2019. Granted, deal sizes were relatively … Continue reading

Threading the Needle: Drag-Along Clauses and Asset Deals

While continued economic uncertainty has dampened M&A activity in the past months, the transition from crisis management to recovery mode in the short to medium term will likely see many companies explore potential divestitures in an effort to dispose of underperforming assets, to increase cash on hand and business resiliency and to mitigate risk. When … Continue reading

Providing or Procuring Ed-Tech Products? Educate Yourself about Privacy Matters

A new wave of advancement in the education industry has emerged. Schools, universities and colleges are relying more on technology now than they ever have before – and this reliance on technology will only increase in the coming years. Educational institutions are using technological solutions to assist in teaching, engaging in discussions with their students … Continue reading

Diamond In The Rough: Mining as a potential bright spot in M&A

The mining sector has been one of the few bright spots in Canadian M&A since the COVID-19 pandemic drastically changed the landscape for transactions, with several large deals announced and continuing despite the pandemic. As with other business sectors, mining has been significantly impacted by regulations and the economic slowdown caused by the pandemic. However … Continue reading

Purchasing Companies That Sell Technology to the Government: The Details Matter

Procurement contracts are increasingly used in both Canada and the United States (US), particularly with respect to technological services. Federal procurement expenditures for Canada amount to an average of CAD $22 billion in goods and services annually. Further, the US typically awards USD $500 billion in contracts annually, with Canadian companies actively participating in that … Continue reading

Measuring The Impact Of COVID-19 On Canadian M&A

The future of M&A beyond the COVID-19 pandemic remains fiercely debated and quite unclear. We’ve already seen transactions and their underlying agreements change in a number of ways, including more scrutinized structures, and more detailed negotiations regarding contractual carve-outs, such as material adverse change and force majeure clauses. As previously noted, this will undoubtedly lead … Continue reading

Securing Equity in Unsecure Times

Since the beginning of March, 15 companies within the S&P/TSX Composite Index have gone to market to raise capital. All but one did so by raising debt. By comparison, of the largest LSE listed issuers, 23 have raised equity and 10 have raised debt. It is clear – European issuers are favouring equity during this … Continue reading

Timely, or too soon? Competition Bureau releases guidance on “failing firm” claims in merger reviews

On April 29, in a rare decision based on the “failing firm” rationale, the Competition Bureau announced it would not challenge the acquisition of Total Metal Recovery (TMR) Inc. by American Iron & Metal Company Inc. (AIM), because TMR would have likely exited the market without the merger. The Bureau released a detailed position statement … Continue reading
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