On February 4, 2016, pursuant to a plan of arrangement (the Arrangement), an indirect wholly owned subsidiary of Honeywell International Inc. (Honeywell) acquired all of the issued and outstanding common shares of COM DEV International Ltd. (COM DEV) and former COM DEV majority-owned subsidiary exactEarth Ltd. (exactEarth) was spun out into a standalone public company. For each COM DEV common share held at the time of completion of the Arrangement, COM DEV shareholders received an initial cash payment of $5.125 per common share and approximately 0.19785 of an exactEarth common share and a second cash payment of approximately $0.125 per COM DEV common share held. COM DEV’s common shares were delisted from the Toronto Stock Exchange (TSX) on February 8, 2016, and the exactEarth common shares began trading on February 9, 2016.
Honeywell was represented in-house by Jeffrey Neuman, Vice President, Corporate Secretary and Deputy General Counsel and Victor Miller, Vice President and General Counsel, and by a team from WeirFoulds LLP that was led by Steven Rukavina and Wayne Egan, and included Conor Dooley and Fraser Bush (corporate and securities), Nikiforos Iatrou and Jennie Baek (regulatory), Maralynne Monteith (tax) and Danny Nunes (commercial court).
COM DEV was represented in-house by Kenneth Friesen, Corporate Legal and by Gardiner Roberts LLP with a team that included Edgar Hielema, Kathleen Skerrett, Ash Baker and Queenie Lo (corporate). The Special Committee of the board of directors of COM DEV was represented by Osler, Hoskin & Harcourt LLP with a team that included Douglas Bryce, James Brown and Arlene Mack (corporate), Shuli Rodal (regulatory), Amanda Heale (tax) and Laura Fric and Raphael Eghan (litigation).
exactEarth was represented by Stikeman Elliott LLP
with a team that included Timothy McCormick, Matthew Hunt, Christopher Yung and Ian Noble (corporate) and for certain regulatory matters, exactEarth was represented by Fasken Martineau DuMoulin LLP
with a team that included Stephen Acker, Clifford Sosnow
, Stephen Whitehead
and Yael Wexler.