Tidal Royalty’s business combination with MichiCann Medical
Closing Date: Apr 28, 2020
Tidal Royalty Corp. and MichiCann Medical Inc. announced the completion of a business combination to continue as Red White & Bloom Brands Inc. (“RWB”), forming a multi-state cannabis operator that holds a hemp production facility in Illinois and the right to acquire an investee that is operating a vertically integrated cultivation, production and retail business in Michigan.
It is anticipated that the common shares of RWB will commence trading on the Canadian Securities Exchange under the symbol “RWB” in the near term.
Prior to the completion of the business combination, Tidal advanced an aggregate of approximately $18 million to MichiCann in multiple tranches pursuant to a senior secured convertible debenture.
Cassels Brock & Blackwell LLP represented Tidal on this transaction with a team that included Shaun Khullar and Nancy Choi (securities and cannabis) and Patience Omokhodion (banking and specialty finance).
Gowling WLG represented MichiCann on this transaction with a team that included Jason A. Saltzman, Josh Rosen and Mark McAuley (securities and cannabis), Leila Burden Nixon (banking) and Paul Carenza (tax).
MedMen’s credit facility from Gotham Green Partners
Closing Date: Mar 27, 2020
On Apr. 23, 2019, MedMen Enterprises Inc. entered into definitive agreements in respect of an up to US$250-million senior secured convertible credit facility led by funds affiliated with Gotham Green Partners, an investor in the global cannabis industry.
The transaction represents one of the largest private equity investments within the cannabis sector during 2019.
The credit facility has been and will be accessed in tranches through subscriptions by the lenders of notes co-issued by MedMen and MM CAN USA, Inc., a subsidiary of MedMen, which notes are convertible into subordinate voting shares of MedMen.
On Mar. 27, 2020, MedMen and the lenders amended the credit facility to expand the funding capacity to up to US$285 million, to amend the terms of the existing tranches completed to date and to amend certain financial covenants under the credit facility to provide MedMen with additional balance sheet flexibility.
MedMen has used the net proceeds from the credit facility to assist in funding the build-out of its national footprint and for operational needs.
Cassels Brock & Blackwell LLP acted as Canadian counsel for MedMen, with a deal team that included Shaun Khullar (securities and cannabis) and Patience Omokhodion (banking and specialty finance).
Raines Feldman LLP acted as U.S. counsel for MedMen.
SkyLaw LLP acted as Canadian counsel.
Honigman LLP acted as U.S. counsel for Gotham Green Partners.
FCF’s acquisition of Clover Leaf and Bumble Bee Foods’ assets
Closing Date: Jan 31, 2020
Clover Leaf Holding Company and Connors Bros. Clover Leaf Seafoods Company closed the $1.3-billion sale of substantially all of the assets of Clover Leaf and its U.S. affiliate, Bumble Bee Foods, to FCF Co., Ltd. pursuant to a "stalking horse" sale proceeding conducted under the Companies’ Creditors Arrangement Act and chapter 11 of the U.S. Bankruptcy Code. The asset sale includes the Canadian labels Clover Leaf, Brunswick and Beach Cliff. Bumble Bee and Clover Leaf also received new financing commitments from existing lenders to provide sufficient liquidity to fund the business through the closing of the sale.
Bennett Jones LLP acted for Clover Leaf Holding Company and Connors Bros. Clover Leaf Seafoods Company with a team that included Kevin Zych, Sean Zweig and Mike Shakra (insolvency), Kris Hanc, Bronwynn Shaw, Alisse Elliott (M&A), Mark Rasile, Adam Taylor (banking), Tom Bauer, Phil Ward, Nicholas Arrigo (tax), Adam Kalbfleisch, Alysha Pannu (competition), Susan Seller, Carl Cunningham (employment services) and Sebastien Gittens (intellectual property).
Paul Weiss acted as U.S. counsel to Bumble Bee.
VandenBulke acted as Luxembourg counsel to Bumble Bee.
Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to FCF Co., Ltd. in both the transaction and the US$707.8-million financing consisting of a US$215-million ABL facility and a US$492.8-million term loan facility, with a team that included Natasha MacParland, Natalie Renner, Emily Uza and Rob Nicholls (insolvency and corporate/M&A); Scott Hyman, Daniel Pearlman, Dan Wolfensohn, Stephen Dalby, Shayna Goldman and Julia Knafo (financing); Mark Firman (employment); Jim Dinning and Alysha Manji-Knight (competition) and Andrew Ellis (tax).
Giannuzzi Group LLP acted as U.S. counsel to FCF with a team that included Nick Giannuzzi, Blake Horn, Ryan Hall and Daniella Carelli.
Sanford Rosen of Rosen & Associates acted as U.S. insolvency counsel to FCF.
Goodmans LLP acted as Canadian counsel to Bumble Bee’s lenders.
Weil Gotshal Manges acted as U.S. counsel for Bumble Bee’s lenders.
Loyens & Loeff acted as Luxembourg counsel for Bumble Bee’s lenders.
Sullivan Cromwell acted as U.S. counsel for Bumble Bee’s shareholders.
Arendt acted as Luxembourg counsel for Bumble Bee’s shareholders.
Cresco Labs’ acquisition of Origin House
Closing Date: Jan 8, 2020
Cresco Labs Inc. (“Cresco”) completed its acquisition of CannaRoyalty Corp. d/b/a Origin House (“Origin House”) by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “arrangement”), creating one of the largest vertically integrated multistate cannabis operators in the U.S.
Pursuant to the terms of the arrangement, holders of common shares of Origin House (“Origin House common shares”) received 0.7031 (the “exchange ratio”) subordinate voting shares of Cresco (“Cresco shares”) for each Origin House common share held, while holders of class A compressed shares of Origin House (“Origin House compressed shares”) ultimately received 70.31 Cresco shares for each Origin House compressed share held.
The acquisition constitutes one of the largest U.S. cannabis mergers and it is one of the first to pass through a second request under U.S. competition and antitrust laws. The acquisition of Origin House makes Cresco a leading wholesale distributor in California, selling into more than 575 dispensaries, representing approximately 65 per cent of California’s storefront dispensaries. Origin House’s Continuum distribution platform distributes 13 third-party brands, including Kings Garden.
Bennett Jones LLP acted as Canadian counsel to Cresco, with a team led by Aaron Sonshine and Kristopher Hanc and including Alan Gardner, Joseph Blinick, Jeffrey Kerbel, Christopher Travascio, Elad Travis, Bronwynn Shaw and Matthew Peters.
Norton Rose Fulbright Canada LLP acted as Canadian counsel to Origin House with a team that consisted of members from its securities, tax, U.S. corporate/securities, litigation and competition groups.
CPF’s acquisition of HyLife Investments
Closing Date: Dec. 29, 2019
On Dec. 29, 2019, CPF Canada Holdings Corp. (“CPF”), a subsidiary of Charoen Pokphand Foods Pcl, Thailand’s largest agriculture conglomerate, acquired all of the shares of HyLife Investments Ltd. (“HIL”) for $498 million. HIL indirectly owns a majority (50.1%) stake in HyLife Ltd. (“HyLife”), a Canadian pork producer. ITOCHU Corporation (“ITC”) remains the indirect minority shareholder of HyLife.
Founded in 1994, HyLife is the largest pork exporter in Canada and is a leader in feed manufacturing, hog production and distribution of pork product, with more than 2,000 employees and facilities across Canada, China, Mexico, Japan and the United States.
HyLife was represented in-house by Lori Dobbie, general counsel, and Kevin Jensen, legal counsel. HIL was represented by Torkin Manes LLP with a legal team led by Matthew Tevlin and including Adrian Myers, Jonathan Mahoney, Nicholas Dempsey and Stephen Skorbinski (M&A), Kay Leung (Tax) and Daniel Pugen (Employment).
Further external representation was provided to HyLife by Gregory Tallon and Courtney Weinstein of Thompson Dorfman Sweatman LLP (Manitoba counsel), Donna Shier and Gatlin Smeijers of Willms & Shier Environmental Lawyers LLP (Environmental), Jim Dinning of Davies Ward Phillips & Vineberg LLP (Competition), EC Legal Rubio Villegas (Mexican counsel) and Harridyal Sodha & Associates (Barbados counsel).
CPF was represented by Latham & Watkins LLP (Hong Kong and other offices) with a legal team led by Simon Cooke and Posit Laohaphan and including (among others) Valerie Fung, Frances Yu, Kirsten Gao, Andrew Yau, Heidi Lui (M&A), Jason Cruise, Anne Haas (Competition), Drew Levin, Hannah Cary (Insurance) and James Barrett (Environmental). Further external representation was provided to CPF by Christopher Nixon, Larry Cobb, Patrick McNally, Kayla Zachariassen, Ryan Sheahan and Jessica Rutledge of Stikeman Elliot LLP (Canadian counsel), Michael Choiselat, Elmer Gomes, Scott Birse, Lewis Allen and Tanci Smart-Carvalho of Thompson Dorfman Sweatman LLP (Manitoba counsel), Carlos del Rio, Julio Alvarez, Lizbeth Borquez and Mariana Westendarp of Creel, García-Cuéllar, Aiza y Enríquez, S.C. (Mexico counsel), Jieni Gu and Effie Hu of Haiwen (PRC counsel), Marie-France Menc of Kanuka Thuringer LLP (Saskatchewan counsel) and Melanie Jones, Christina Maycock and George McCallum of Lex Caribbean Attorneys at Law (Barbados counsel).
ITC was represented by Steven Doi of Squire Patton Boggs.
Empire acquires Farm Boy
Closing Date: Dec. 10, 2019
On Dec. 10, 2018, Empire Company Limited completed the acquisition of Farm Boy, one of Canada’s fastest growing and most successful food retailers, from Berkshire Partners and Farm Boy’s management shareholders based on an enterprise value of $800 million.
Empire Company Limited is a Canadian company headquartered in Stellarton, N.S. Empire’s key businesses are food retailing and related real estate. With approximately $24.4 billion in annualized sales and $8.7 billion in assets, Empire and its subsidiaries, franchisees and affiliates employ approximately 120,000 people.
Farm Boy fresh market stores have been providing a fun and friendly, fresh market shopping experience for more than 36 years, with legions of loyal fans in Brantford, Cambridge, Cornwall, Hamilton, Kingston, Kitchener, London, Ottawa, Pickering, Toronto (Etobicoke) and Whitby, Ont. Farm Boy currently operates 26 stores in Ontario, all of which are brimming with wholesome, healthy, tasty food choices.
Under the deal, Farm Boy has been set up as a separate company within Empire’s structure with the goal of accelerating its growth in urban and suburban markets. Farm Boy’s co-CEOs, together with members of their senior management team, have reinvested for a 12% interest of the continuing Farm Boy business.
The Empire legal team was led by Empire General Counsel Doug Nathanson, assisted by Stewart McKelvey in Canada with a team that included Deanne MacLeod, Marc Reardon, Trevor MacDonald (M&A), Paul Festeryga (Tax) and Sadira Jan (Financing), and Paul, Weiss, Rifkind, Wharton & Garrison LLP in the U.S., with a team that included Adam Givertz and Andrea Quek. Stikeman Elliott LLP acted as Canadian competition counsel to Empire with a team that included Lawson Hunter, Paul Collins and Michael Laskey.
Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to Berkshire Partners with a team that included Cam Rusaw, Patrick Barry, Marc Pontone and Jonathan Bilyk (M&A), Adam Fanaki and David Feldman (Competition), Paul Lamarre (Tax) and Jessica Bullock (Benefits). Weil Gotshal & Manges LLP acted as U.S. counsel to Berkshire Partners with a team that included Shayla Harlev, Jakub Wronski, Adam Borenstein and Nathaniel Moore (M&A), Mark Schwed and Emily Cusick (Tax) and Michael Nissan and Amanda Rosenblum (Benefits). Kelly Santini LLP represented Farm Boy management in connection with its reinvestment in the business, with a team that included Larry Kelly and Peter Hamilton.
WeedMD’s acquisition of Starseed Holdings
Closing date: December 2019
WeedMD Inc., a federally licensed producer and distributor of medical-grade cannabis, acquired Starseed Holdings Inc., a medically focused, federally licensed cannabis company providing cannabis to insured patients with coverage under their benefit plans. The acquisition value was approximately $78 million. Concurrent with the closing, WeedMD also completed the private placement of subscription receipts with the LiUNA Pension Fund of Central and Eastern Canada, for aggregate gross proceeds of $25 million. This transaction bolstered the company’s leadership position in the medical cannabis market through Starseed’s exclusive distribution and patient channels.
Torkin Manes LLP represented WeedMD Inc. in its acquisition of Starseed Holdings, with a team led by Sammy Redlick and including Michael Hanley, Hunter Forman, Dania Mastrorillo and Taryn Meyer.
Dentons (Canada) LLP was counsel to Starseed Holdings in connection with its sale to WeedMD Inc. with a team led by Eric Foster and including Nicole Bacsalmasi, Mark Elliott and Jack Schroeder.
Canopy Growth and Drake Launch More Life Growth Company
Closing Date: Nov 7, 2019
On Nov. 7, 2019, Canopy Growth Corporation (“Canopy Growth”) and Aubrey Drake Graham (“Drake”) announced the entering into of various agreements to launch the More Life Growth Company, a fully licensed producer of cannabis based in Drake’s hometown of Toronto.
In connection with the launch of the More Life brand, More Life Growth Company, a previously wholly owned subsidiary of Canopy Growth, has issued shares to certain entities that are controlled by Drake. Following the issuance of the shares, Drake holds a 60% ownership interest in the More Life Growth Company, with Canopy Growth retaining a 40% ownership. The More Life Growth Company owns all of the issued and outstanding shares of an entity that is licensed by Health Canada for the cultivation, processing and sale of cannabis at its production facility in Scarborough, Ont.
As consideration for the issuance of the shares of the More Life Growth Company, Drake has granted More Life Growth Company the right to exclusively exploit certain intellectual property and brands in association with the growth, manufacture, production, marketing and sale of cannabis and cannabis-related products, accessories, merchandise and paraphernalia in Canada and internationally. The More Life Growth Company has sublicensed such rights in Canada, providing Canopy Growth with the exclusive rights to distribute Drake’s More LifeTM products in Canada.
Canopy Growth and Drake have entered into a shareholders agreement, investor rights agreements and various other ancillary agreements to govern the operations of the More Life Growth Company. In connection with these arrangements, Canopy Growth has the right to nominate two directors to the board of the More Life Growth Company as well as a pre-emptive right to maintain its ownership interest in the More Life Growth Company.
Cassels Brock & Blackwell LLP represented Canopy Growth with a team that included Jonathan Sherman, Amanda Metallo, Luke Woolford and Tayyaba Khan (Business and Cannabis), Len Glickman and Marco Ciarlariello (Intellectual Property and Cannabis), James Morand (Taxation and Cannabis) and Ardy Mohajer (Real Estate and Cannabis).
Reed Smith LLP acted for Drake with a deal team that included Aron Izower, Wayne Uffleman, Aaron Bourke, Stacy Lee, Kevin Gallagher, Eric Zwilling and James Tandler (Corporate), Jeffrey Korenblatt (Tax), and Toam Rubinstein and Michael Isselin (Entertainment).
Imperial Brands’ investment in Auxly Cannabis Group
Closing date: Sept. 25, 2019
Stikeman Elliott LLP acted for Imperial Brands PLC in connection with its approximately $123-million investment in Auxly Cannabis Group Inc. by way of convertible debenture.
Cronos Group’s acquisition of Lord Jones
Closing date: Sept. 5, 2019
Canadian publicly traded licensed cannabis producer Cronos Group acquired U.S.-based Lord Jones, a luxury brand CBD business, from Redwood Holdings, LLC, for US$300 million.
Davies Ward Phillips & Vineberg LLP (Davies) represented Redwood Holdings with a team that included Patricia Olasker and Russell Hall.
Sullivan & Cromwell and Blake Cassels & Graydon LLP were counsel to Cronos Group.
Jeffrey D. Segal, A professional corporation and Kirkland & Ellis, were U.S. counsel to Redwood Holdings.
LGC’s acquisition of Toronto Research Chemicals
Closing Date: Aug 9, 2019
On Aug. 9, 2019, LGC Standards Canada Limited (“LGC”), a subsidiary of LGC Limited and a portfolio company of KKR & Co. Inc., acquired a majority stake in Toronto Research Chemicals Inc. (“TRC”) and Synfine Research Limited. Financial terms of the investment were not publicly disclosed.
Founded in 1982, TRC is a leading manufacturer and supplier of synthetic organic biochemicals, which are used as reference standards, research tools and building blocks by a highly diversified global customer base across the pharmaceutical, applied and research sectors.
LGC was represented in-house by Neetu Ogle, general counsel, Matt Leake, senior legal counsel, and Jeremy Booker, deputy general counsel. External representation for LGC was provided by Torkin Manes LLP with a legal team lead by Matthew Tevlin and including Adrian Myers, Daniel Katzin, Nicholas Dempsey (M&A), Leonard Rodness, Kenneth Beallor, Stephanie Eiley (Real Estate), Daniel Pugen, Gillian Howe (Employment), Wesley Isaacs (Tax), Lisa Lifshitz (IT/Privacy), Matt Maurer (Cannabis).
Further external representation was provided to LGC by Victor Krichker of Bereskin & Parr LLP (Intellectual Property), Donna Shier and Gatlin Smeijers of Willms & Shier Environmental Lawyers LLP (Environmental and Chemical Regulatory).
Dentons Canada LLP acted for one of the sellers and TRC with a legal team lead by Laurence Geringer and including Whitney Wakeling, Matthew Dunnet (M&A), Paul Shantz, Sheldon Disenhouse, Rikki Yunger (Real Estate), Mark Jadd, Jessica Fabbro, Paige Donnelly (Tax), Scott Sweatman, Matthew Curtis (Employment) and James Wishart (Cannabis).
Torys LLP acted for the other seller with a legal team led by Matthew Cockburn and including Danielle Traub (M&A) and Andy Gibbons (Real Estate). Further external representation was provided by Brandon Wiener of Thorsteinssons LLP (Tax).
Curaleaf Holdings’ acquisition of GR Companies and Cura Partners
Closing date: July 2019
In July 2019, Curaleaf Holdings Inc. acquired GR Companies Inc. for approximately $875 million (based on the share price of Curaleaf Holdings, Inc. on the date of announcement of the transaction). GR Companies is a leading multi-state operator, with licensed cannabis operations in 12 states.
Curaleaf Holdings also acquired the state-regulated cannabis business of Cura Partners, Inc. (“Cura”), owners of the Select Brand, in an all-stock transaction valued at $1.27 billion. The transaction combines the largest retail operator and the highest revenue-generating wholesaler in the United States, achieving significant operation synergies.
Dentons LLP acted for GR Companies Inc., with a team led by Eric Foster and including Andreas Kloppenborg and Alexandre Toupin.
Stikeman Elliott LLP was counsel to Curaleaf.
Dentons LLP also acted for Cura Partners.
Goodmans LLP acted for Cura Partners as Canadian counsel.
Canopy Growth’s acquisition of Acreage Holdings
Implementation Date: June 27, 2019
The burgeoning cannabis market was choppy in 2019 with a drop-in activity as compared to a frothy 2018. The top cannabis deal on Lexpert’s list is unique in how it relies on the future federal legalization of cannabis in the United States. In April, Canopy Growth Corp. purchased the right — for up to 90 months — to acquire all the shares of U.S.-based Acreage Holdings Inc. when the product becomes legal to produce and sell at the federal level in that country. The deal is worth US$3.4 billion.
For phase one of the deal, Acreage shareholders got US$300 million or around US$2.55 per share. For phase two, when cannabis is legalized in the U.S., Acreage subordinate-voting shareholders will receive .5818 of a common Canopy share for each Acreage subordinate-voting share held.
Canopy Growth said the deal provides “an accelerated pathway” into U.S. cannabis markets and gives Acreage “improved access to capital.” Canopy and Acreage will also execute a licensing agreement giving Acreage access to Canopy brands and intellectual property.
Acreage Holdings is the largest vertically integrated, multi-state owner of cannabis licences and assets in the U.S., owning licences to operate or management services agreements with licence holders in 20 states, including pending acquisitions, the CBC reported.
Cassels Brock & Blackwell LLP represented Canopy Growth.
DLA Piper (Canada) LLP represented Acreage Holdings.
Stikeman Elliott LLP represented the special committee of Acreage Holdings.
McCarthy Tétrault LLP represented Canopy’s financial advisors.
Osler Hoskin & Harcourt LLP represented Constellation Brands (Canopy shareholder).
Canopy Growth’s manufacturing agreement with Procaps
Closing Date: June 17, 2019
On June 17, 2019, Canopy Growth Corporation announced that it entered into a multi-year agreement with Procaps S.A.S., a Colombian company that develops, manufactures and markets over-the-counter medications and nutritional supplements for international pharmaceutical companies. Pursuant to the agreement, Canopy Growth will leverage Procaps’ industry-leading formulation and encapsulation capacity.
Cassels Brock & Blackwell LLP acted for Canopy Growth with a deal team that included Jonathan Sherman and Luke Woolford (Business and Cannabis).
Molson Brewery Lands purchased
Closing Date: June 5, 2019
A consortium comprised of Groupe Sélection, Groupe Montoni and Fonds immobilier de solidarité FTQ has acquired the Molson Brewery lands for $126 million. The 1.2-million-square foot site had been owned by Molson since 1786, and the consortium will redevelop this section of the city, starting with the planned construction of 4,000 to 5,000 housing units, as well as several commercial buildings.
Helen Bougas, senior director of Legal Affairs at Groupe Sélection, led the consortium of buyers.
Groupe Montoni was advised internally by Franca Riso and Véronique Théorêt.
Valérie Mac-Seing of Mac-Seing Thomas led the team representing Molson, which was advised internally by Nathalie Delisle, chief legal officer.
Fonds Immobilier de Solidarité FTQ was represented internally by François Martel, and supported by Julie Doré, Alain Castonguay, Janie Chaloux and Eleonora Eusepi of BCF Business Law.
Benoît Dagenais and Nissa Kara Frechet represented the City of Montreal internally.
Organigram’s credit facility with Bank of Montreal
Closing Date: May 31, 2019
On May 31, Organigram Holdings Inc. (NASDAQ: OGI) (TSXV: OGI), the parent company of Organigram Inc. (collectively, the “company” or “Organigram”), a leading licensed producer of cannabis, closed a $140-million credit agreement with Bank of Montreal (“BMO”) as lead arranger and agent, as well as a syndicate including three other lenders (the “credit agreement”).
The credit agreement consists of a $115-million term loan and a $25-million revolving credit facility (together, the “facilities”), both of which mature in May 2022.
The credit agreement included an uncommitted option to increase the facilities by an incremental $35 million to a total of $175 million, subject to agreement by BMO and satisfaction of certain legal and business conditions. The facilities are secured by assets of Organigram and its material subsidiaries, which consist primarily of the Moncton campus production facility that is projected to be able to produce dried flower or equivalent cannabis of approximately 113,000 kilograms per year by the end of calendar year 2019 and will also house state-of-the-art added-value manufacturing equipment, including the previously announced $15-million infrastructure investment to produce world-class infused chocolate products.
The proceeds of the term loan will be used to fund the Phase 4 and 5 expansions of the Moncton campus and refinance the company’s existing long-term debt with Farm Credit Canada. The revolving credit facility may be used for general corporate and working capital purposes. Pursuant to the agreed conditions of the facilities, Organigram has initially drawn $50 million of the term loan on closing and can continue to draw down additional funds as required, up to the $115-million term loan commitment, through Nov. 30, 2019.
Principal repayments on the term loan will commence on Feb. 28, 2020 at a rate of 2.5%, or approximately $2.9 million, per quarter thereafter. The company may, at its discretion, repay the balance of the facilities without penalty, at any time.
Legal advisors to Organigram were David Nadler and Evita Ferreira (Banking and Finance) of Goodmans LLP and by Jeffrey Hoyt and Scott Wilson of McInnes Cooper LLP.
Legal advisors to BMO were Tom Hunter, Alexandra North, Brandon Brown of Dentons Canada LLP and Maurice Chiason and Andrew McMackin of Stewart McKelvey.
Hexo Corp’s acquisition of Newstrike Brands
Closing Date: May 24, 2019
On May 24, 2019, HEXO Corp. completed its acquisition of Newstrike Brands for $263 million by way of a plan of arrangement under the Business Corporations Act (Ontario). Under the terms of the arrangement, each former Newstrike shareholder is entitled to receive 0.06332 of a common share in the capital of HEXO for each Newstrike share held immediately prior to the arrangement. HEXO Corp is a consumer packaged goods cannabis company that creates and distributes products to serve the global cannabis market.
HEXO Corp. was represented in-house by Roch Vaillancourt and Joelle Maurais and supported by Norton Rose Fulbright Canada LLP with a team led by Amar Ghosh-Leclair and Eric Reither and that included, Peter Wiazowski, Victoria Riley, Sam Zadeh and Jaray Zhao (M&A), Rujuta Patel, Stephen Nattrass (Competition), Barry Segal, Carl Deeprose (Tax), Sara Zborovski (Health, Regulatory), Lisa Cabel, Nicole Buchanan (Employment and Labour), Janet Bobechko, Andre Shymanski (Environmental), Jung-Kay Chiu (Intellectual Property), Michael Lieberman, Samantha Sarkozi (Real Estate) and Alan Merskey and Geoff Mens (Disputes)
DLA Piper (Canada) LLP also provided securities law advice with a team that included Vaughn MacLellan and Sydney Kert.
Stikeman Elliott LLP acted as counsel to Newstrike Brands Ltd. with a team that included D’Arcy Nordick, Steven Bennett, Stewart Sutcliffe, Omar Soliman and Precia Darshan.
Osler Hoskin & Harcourt LLP vised the special committee for Newstrike with a team comprising Doug Marshall and Kai Sheffield.
Mercer Park Brand Acquisition Corp. announces completion of initial public offering
Closing Date: May 13, 2019
Goodmans LLP represented Mercer Park Brand Acquisition Corp. (“BRND”) in connection with its initial public offering of US$402.5 million of Class A restricted voting units (including US$52.5 million of Class A restricted voting units issued on the exercise in full of the over-allotment option). This represents a total of 40.25 million Class A restricted voting units offered at a price of US$10 per unit for total gross proceeds of US$402.5 million.
The proceeds from the distribution of the Class A restricted voting units were deposited into an escrow account and will be released upon certain prescribed conditions, as further described in the final prospectus dated May 7, 2019.
BRND is a newly organized special purpose acquisition corporation formed for the purpose of effecting an acquisition of one or more businesses or assets within a specified period of time (a “qualifying transaction”). BRND intends to focus its search for targets that operate branded product businesses in cannabis and/or cannabis-adjacent industries; however, it is not limited to a particular industry or geographic region for purposes of completing its qualifying transaction.
Goodmans LLP acted as Canadian legal counsel to BRND, with a team led by Stephen Pincus and including William Gorman, David Coll-Black and Ledya Yohannes (Corporate/Securities) and Jon Northup and Michael Royal (Tax). Hodgson Russ LLP acted as U.S. legal counsel to BRND and represented BRND with a team including George Eydt and Timothy Ho. Canaccord Genuity Corp. acted as the sole underwriter in connection with the offering.
Eve & Co’s bought deal private placement
Closing Date: May 10, 2019
Eve & Co Incorporated (TSX-V: EVE) completed a bought deal private placement of 20.9 million special warrants at a price of $0.50 per special warrant for aggregate gross proceeds of $10.45 million. Eve & Co intends to use the net proceeds for greenhouse expansion and for working capital and general corporate purposes. Haywood Securities Inc. acted as underwriter.
Eve & Co, through its wholly owned subsidiary Natural MedCo Ltd., holds cultivation and processing licences under the Cannabis Act (Canada) for the production and sale of various cannabis products, including dried cannabis, cannabis plants and cannabis oil. Natural MedCo Ltd. was Canada’s first female-founded licensed producer of medicinal marijuana, and it received its cultivation licence from Health Canada in 2016.
Eve & Co is led by a team of agricultural experts and has a licenced 220,000-square-foot scalable greenhouse production facility located in Middlesex County, Ont. with 32 acres of adjacent land for future expansion. Eve & Co has commenced construction of an additional 780,000-sq.-ft. expansion, bringing Eve & Co’s total anticipated greenhouse capacity to 1,000,000 sq. ft.
Aird & Berlis LLP represented Eve & Co with a team comprised of Richard Kimel, Melanie Cole and Sean Green (Capital Markets).
Counsel for Haywood Securities Inc. was Zahra H. Ramji of Getz Prince Wells LLP.
Saputo’s acquisition of Dairy Crest Group
Closing date: April 15, 2019
Stikeman Elliott LLP acted as Canadian counsel for Saputo Inc., in its C$1.7-billion (£975M) acquisition of Dairy Crest Group plc, an LSE-listed dairy company that manufactures and markets cheese, butters, spreads and oils under iconic British brands such as Cathedral City, Clover, Country Life and Frylight and the financing related thereto.
Saputo produces, markets and distributes a wide array of dairy products, including cheese, fluid milk, extended shelf-life milk and cream products, cultured products and dairy ingredients. Saputo is one of the top 10 dairy processors in the world, a leading cheese manufacturer and fluid milk and cream processor in Canada, the top dairy processor in Australia and the second largest in Argentina. In the U.S., Saputo ranks among the top three cheese producers and is one of the largest producers of extended shelf-life and cultured dairy products. In the United Kingdom, Saputo is the largest manufacturer of branded cheese and a top manufacturer of dairy spreads.
Legal team: Pierre-Yves Leduc, Karine Bilodeau, Jérémie Ste-Marie, Érick Lauzière (M&A, Securities), Howard Rosenoff, Maxime Jacquin and Léa Bénitah-Bouchard (Financing).
Interfor Corporation reaches financial close on a $350M financing
Closing Date: March 28, 2019
On March 28, 2019, Interfor Corporation reached financial close on a $350-million financing to be used for general corporate credit purposes. The financing was provided through a syndicate of lenders, co-led by Royal Bank of Canada, TD Securities and Wells Fargo Bank, National Association. Interfor Corporation is one of North America’s largest lumber supply companies, with an annual production capacity of approximately 3.1 billion board feet at its mill facilities in Canada and the United States.
McCarthy Tetrault LLP acted as counsel to Interfor Corporation and its affiliates with a team that included Kevin Wright, Liezl Behm and Erin O’Callaghan. Stoel Rives LLP acted as Interfor Corporation’s U.S. counsel with a team that included Duff Bryant, David Levant and Theresa Kim.
Norton Rose Fullbright Canada LLP acted as Canadian counsel to the syndicate of lenders with a team that included David Bain, Richard Sarabando, Matthew Choi and Amanda Kollman. Peter Mucklestone of Davis Wright Tremaine LLP acted as U.S. counsel to the syndicate of lenders.
Vedder Price acted as counsel to Interfor Corporation’s noteholders with a team that included Bradley C. Crawford and Steve Ta.
Aleafia Health’s acquisition of Emblem
Closing date: March 2019
On March 14, 2019, Aleafia Health Inc. (TSX: ALEF) completed its acquisition of Emblem Corp. (TSXV: EMC) by way of a plan of arrangement under the provisions of the Canada Business Corporations Act in an all-share transaction valued at approximately $172.3 million at the time of the deal’s announcement. Pursuant to the arrangement, Aleafia acquired all of the common shares of Emblem, to form a new wholly owned subsidiary continuing as “Emblem Corp.” Following the transaction, Aleafia graduated from the TSX Venture Exchange and commenced trading on the Toronto Stock Exchange.
Aleafia, based in Concord, Ont., is a leading, vertically integrated cannabis health and wellness company. Following closing of the transaction, Aleafia owns three major cannabis product and cultivation facilities, operates the largest national network of medical cannabis clinics and education centres and maintains a medical cannabis dataset with more than 10 million data points to inform proprietary illness specific product development and treatment best practices.
Emblem, based in Toronto, is a fully integrated cannabis company. Through its wholly owned subsidiary Emblem Cannabis Corporation, Emblem is licensed to cultivate, process and sell cannabis and cannabis derivatives in Canada under the Cannabis Act. Emblem’s state-of-the-art indoor cannabis cultivation facility and Product Innovation Centre is located in Paris, Ont. Emblem is also the parent company of GrowWise Health Limited, one of Canada’s leading cannabis education services.
Dentons Canada LLP advised Emblem, with a team led by Michael Sabusco and including Eric Foster, Todd Melchior, Benjamin Iscoe, Mike Malecki and Suraj Rammohan, Matthew Fleming and Thomas Wilson, Mark Jadd and Sandy Walker.
Blake Cassels & Graydon LLP acted as advisors to the special committee of Emblem with a team led by Michael Hickey (Corporate/M&A), and included Ryan Morris (Advocacy) and Paul Stepak (Tax).
Gowling WLG (Canada) LLP acted for Aleafia, with a team consisting of Jason Saltzman, Kathleen Ritchie, Marek Lorenc, Joseph McDonald and Stephen Franchetto (corporate/M&A), Michael Watson (advocacy), Paul Carenza (tax), Ian Macdonald (competition), assisted by student-at-law Ryan Cohen.