Tag archives: Canadian M&A

Proposed Amendments to Ontario’s Business Corporations Act: Relaxed Corporate Governance Requirements May Make Ontario an Attractive Jurisdiction

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on Posted in M&A
On October 6, 2020, the Government of Ontario introduced Bill 213, Better for People, Smarter for Business Act, 2020 (“Bill 213”) to support the province’s economic recovery and reduce barriers to doing business in Ontario. If it passes, Bill 213 would bring important changes to the Ontario Business Corporations Act (“OBCA”) that, among other things, … Continue reading

Post-Closing Adjustments

Photo of Eric ViceBy Eric Vice on Posted in M&A
Previously, we wrote about the use of earn-outs as a means by which buyers mitigate the risk of a target’s post-closing under-performance by holding back part of the purchase price and paying it out as the target meets certain financial targets.  In this post, we examine a related topic that is often confused with earn-outs … Continue reading

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

By nrfdigitalteam on Posted in M&A
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

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

Photo of Nader Hasan (Toronto)By Nader Hasan (Toronto) on Posted in 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

Acqui-hiring: What we know and what we need to know from a Canadian perspective

By nrfdigitalteam on Posted in Employment and labour, M&A, Technology and innovation
“Acqui-hire” transactions, which are particularly prevalent in the context of start-up technology-related M&A transactions in the U.S., focus on acquiring a company primarily to obtain its employees and their skills, in addition to other possible assets (see our earlier post on acqui-hires). In these type of transactions, it is thought that the greatest perceived value … Continue reading

Let’s see the money! Debt finance options in M&A

Photo of Eric ViceBy Eric Vice on Posted in Finance, Financial institutions, M&A
In many cases purchasers in an M&A deal will obtain debt financing to cover a portion of the purchase price. Fortunately, in Canada the options for acquisition financing are plentiful. Common ‘types’ include: Senior Debt: the Bank Loan Banks and other senior lenders can design a range of tailored solutions to purchasers’ funding needs. Broadly … Continue reading

NAFTA 2.1: Bringing certainty to an uncertain time

Photo of Olga Lenova (Toronto)By Olga Lenova (Toronto) on Posted in M&A
If there is anything that Canadian dealmakers are all too familiar with in 2019, it’s the concept of uncertainty. Raging trade wars, geopolitical tensions, elections, and a forecasted economic downturn are all pervasive in everyday conversation. Despite this, deal flow has remained robust throughout the first three quarters of 2019, as summarized in a recent … Continue reading

Dealing with pending or threatened litigation in M&A

By nrfdigitalteam on 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 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?

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on 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 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 nrfdigitalteam on 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 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

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

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on 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

Narwhals, unicorns and profits – Canadian tech start-ups are on the rise

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on Posted in M&A, Technology and innovation
Unicorns and narwhals – what business do these creatures have in boardrooms and on stock exchanges? “Unicorn” and “narwhal” are industry terms used to describe certain private start-up tech companies. “Unicorns” are start-ups valued by investors at $1B or more, a rare and substantial feat that has earned them their mythical nickname. “Narwhals” sit a … Continue reading

Brewery M&A in Canada

Photo of Sam Zadeh (Toronto)By Sam Zadeh (Toronto) on Posted in M&A
The brewing industry is one of Canada’s oldest, and has undergone substantive transformations in recent decades. After a period of consolidation that culminated in the mid-1980s, only ten Canadian breweries remained, of which three controlled more than 95% of the market. As a result of further worldwide M&A activity, the industry is now dominated by … Continue reading

Canadian M&A market still thought to be strong despite recent cut backs

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on Posted in M&A
Despite some cut backs in M&A activity expected over the next 12 months, the results reported in Ernst & Young’s (E&Y) 19th edition of the Global Capital Confidence Barometer (the “Report”) make clear that Canadian executives remain optimistic about Canadian and global M&A markets. Canadian executives are traditionally thought to be very bullish on the Canadian and global economy, and it … Continue reading

Q3 review: global M&A volume dropping, despite record highs

By nrfdigitalteam on Posted in M&A
Thomson Reuters recently released a report on global mergers and acquisitions in the first nine months of 2018. According to the report, global M&A volume fell 32% in Q3 2018 compared to Q2 2018. The number of deals – 35,543 – in the first nine months of 2018 dropped 9% compared to the same period … Continue reading

The Canadian hotel space: ripe for investment

Photo of Troy Ungerman (Toronto)By Troy Ungerman (Toronto) on Posted in M&A
The outlook for the Canadian Hotel segment is looking ripe for investment according to a recently released report from the CBRE. The CBRE Canada’s 2018 Hotels Outlook Report showed that there was strong operational performance which is expected to continue in this year. The report indicated that hotel-investment volume reached $3.4 billion in 2017 and … Continue reading

Signs of optimism for mining, oil-and-gas M&A activity in 2018

By nrfdigitalteam on Posted in Energy, Infrastructure, mining and commodities, M&A
Overall merger and acquisition deal value involving Canadian companies totalled $216.3 billion in 2017, which was approximately 14% lower than the $251.88 billion seen in 2016, which was a decade-high level. The fall in overall value was primarily caused by a 25% decline in energy deals, according to a report in Bloomberg, which resulted in … Continue reading
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