Tag archives: M&A

Artificial intelligence: real results

By Troy Ungerman (Toronto) on August 9, 2017 Posted in M&A, Technology and innovation

Earlier this year, we discussed the increasing use of technology in the M&A deal process. To recap, a recent Mergermarket study revealed that the use of technology and big data were likely factors in the increasing frequency of unsolicited bids and corresponding decrease in frequency of broad auctions. Building on our earlier discussion, we now … Continue reading

Blockchain technology: an imminent driver of investment and M&A

By Matthew Lau (Toronto) on August 8, 2017 Posted in M&A, Technology and innovation

Blockchain technology has been making headlines since it emerged in 2009 in connection with the cryptocurrency Bitcoin. We’ve covered the potential use of Bitcoin in M&A transactions in previous articles in 2016 and 2014. As discussed in these articles, the volatility and lack of central authority has so far meant that the cryptocurrency plays a … Continue reading

Key findings: SRS Acquiom 2017 deal terms study

By Bruce Sheiner on August 2, 2017 Posted in M&A

SRS Acquiom recently published its 2017 Deal Terms Study. The report draws on data from 795 private-target transactions that closed between 2013 and 2016 using SRS Acquiom’s services. The results of this study offer a unique and valuable perspective of private M&A transactions that might not otherwise be reported. Some of the key findings are … Continue reading

SPAC in Canada: too small a market for too small a timeframe?

By Troy Ungerman (Toronto) on August 1, 2017 Posted in M&A

A special purpose acquisition company, (SPAC), is a publicly traded shell company created with a purpose of purchasing a future target. The Canadian SPAC is modelled largely off of the US model. One of the many important characteristics that is shared between both jurisdictions is the defined timeline to make an acquisition. In a SPAC, … Continue reading

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

By Denise Gan (Toronto) on July 27, 2017 Posted in M&A, Real estate

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

By Nader Hasan (Toronto) on July 26, 2017 Posted in Corporate finance, M&A

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

So you want to buy a baseball team

By Troy Ungerman (Toronto) on July 25, 2017 Posted in M&A

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

Canadian M&A activity at 10-year high due to oil-sands sell-off

By nrfdigitalteam on July 19, 2017 Posted in Energy, M&A

The value of Canadian M&A activity in the first half of 2017 was the highest in a decade, according to a recent report from Bloomberg. The approximately $132 billion in total transaction value is the highest since the first half of 2007, when approximately $156.6 billion in transactions were completed. According to the report, one … Continue reading

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

By Rowan Weaver and Kevin Ackhurst (Toronto) on July 18, 2017 Posted in Antitrust, competition and regulatory, M&A

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

What a Bank of Canada interest rate hike means for dealmakers

By Troy Ungerman (Toronto) on July 12, 2017 Posted in M&A

On July 12, 2017, the Bank of Canada raised its overnight lending rate to 0.75 per cent from 0.5 per cent. This was the first such increase in almost 7 years, after a prolonged policy of fiscal stimulus in the wake of the economic recession. While the need for an interest rate hike in the … Continue reading

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

By Troy Ungerman (Toronto) on July 12, 2017 Posted in Corporate finance, M&A

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

The impact of foreign exchange fluctuation on M&A activity

By Troy Ungerman (Toronto) on July 4, 2017 Posted in Finance, M&A

Over the past few years, we’ve seen the loonie plummet to lows not seen in decades. Although this is sad news for Canadian investors, it makes the Canadian market attractive foreign buyers who can acquire Canadian companies at a discount based on foreign currency exchange. Arguably, this bodes well for sellers who are highly motivated … Continue reading

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

By Jacob Cawker (Toronto) on June 28, 2017 Posted in M&A

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

By Troy Ungerman (Toronto) on June 27, 2017 Posted in M&A

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

Shareholder activism in M&A

By Trevor Zeyl (Toronto) on June 22, 2017 Posted in Governance and directors' liability, 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

Private equity trends towards specialization

By Troy Ungerman (Toronto) on June 15, 2017 Posted in Energy, Intellectual property, M&A, Pharmaceuticals and life sciences

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

By Rowan Weaver on June 13, 2017 Posted in M&A

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

By Bruce Sheiner on June 8, 2017 Posted in M&A, Technology and innovation

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

Ontario’s Bulk Sales Act: no more

By Troy Ungerman (Toronto) on June 6, 2017 Posted in M&A

Last year, we reported that Ontarians may finally be able to bid farewell to the archaic Bulk Sales Act (Ontario) (the BSA). The BSA was initially enacted to protect creditors of a seller against the sale of assets in bulk where the seller did not satisfy its outstanding debts to the creditor. After much anticipation, … Continue reading

M&A trends: augmented and virtual reality

By Matthew Lau (Toronto) on May 25, 2017 Posted in M&A, Technology and innovation

Since Facebook’s $3 billion acquisition of Oculus VR – a company that develops and manufactures virtual reality headsets – augmented and virtual reality technology has become a major topic of discussion in the M&A world. For those who are new to this emerging industry, virtual reality is an artificial, computer-generated simulation of a real life … Continue reading

True sales: a refresher

By Matthew Lippa (Toronto) on May 18, 2017 Posted in Finance, M&A

Securitization remains an important tool for companies to realize value from future payment streams and raise financing, typically at a better cost of funds than the interest expense associated with a corporate loan or bond. While there are many different ways to structure a securitization transaction, it is of paramount importance to isolate the relevant … Continue reading

Governing law clauses: “without regard to conflict of law”

By Troy Ungerman (Toronto) on May 16, 2017 Posted in M&A

Contracting parties will typically consider a “governing law” provision, which identifies the proper law of a contract by express intention. A governing law provision applies to the substantive issues of the contract, provided that it is bona fide, legal and not contrary to public policy. Such provisions will identify the preferred jurisdiction of governing law … Continue reading

Incoming legislation implements common reporting standards

By Troy Ungerman (Toronto) on May 11, 2017 Posted in M&A, Tax

On July 1, amendments to the Income Tax Act (Canada) implementing international common reporting standards (CRS) will come into force. The CRS regime is intended to facilitate the exchange of taxpayer information between governments. Financial institutions will be required to report financial information about individuals and entities not resident in Canada[1] to the Canada Revenue … Continue reading

Trend report: increased M&A deal values across the Americas for Q1 2017

By Troy Ungerman (Toronto) on May 3, 2017 Posted in Energy, Infrastructure, mining and commodities, M&A

On April 25, Mergermarket released its Q1 2017 Regional Flash Reports describing the M&A climate, trends and developments throughout the Americas during the first quarter of 2017. The Canada’s Trend Report indicates that Canadian M&A has remained strong with 111 deals in Q1 2017 worth US$ 35.8bn. This is a robust start for 2017 as … Continue reading