It’s been an active few months for Canada’s legal giants in the Health Science practice, striking major deals after another. Blake, Cassels & Graydon LLP, Norton Rose Fulbright Canada LLP and Cassels Brock & Blackwell LLP closed multiple huge deals worth hundreds of millions to billions of dollars. Aird & Berlis LLP, Bennett Jones LLP, Borden Ladner Gervais LLP, Davies Ward Phillips & Vineberg LLP, Lavery, de Billy, L.L.P., Osler, Hoskin & Harcourt LLP, Stikeman Elliott LLP and Thorsteinssons LLP also secured significant deals.
Deal: HEXO Corp.’s $235-million acquisition of Zenabis Global Inc.
Closing date: June 1, 2021
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Firms involved:
Norton Rose Fulbright Canada LLP advised HEXO Corp.
Legal team: Amar Leclair-Ghosh, Elliot Shapiro (lead lawyers), Pierre-François Tétreault, Julia Godolphin, William Provencher-Campeau, Rujuta Patel, Derek Chiasson, Andrew Schafer, Camille Provencher, Nikita Stepin
Stikeman Elliott LLP acted as counsel to Zenabis Global Inc.
Legal team: Michael Urbani (lead lawyer), John Bullock, Terry Grazier, Tia Eisner (corporate), Jalen Nordmark, Brendan Kennedy (articling students), Jonathan Wilson (tax), Scott Perrin (banking), David Brown, Darlene Crimeni (litigation), Sara Zborovski (regulatory), Michael Kilby, David Feldman (competition)
HEXO Corp. completed its previously announced acquisition of Zenabis Global Inc., by way of plan of arrangement, of all issued and outstanding shares of Zenabis Global Inc. for a transaction with an enterprise value of $235 million. Simultaneous to the acquisition, Zenabis entered into an agreement with HEXO Corp. for the issuance of an unsecured convertible debenture to HEXO Corp. for $19.5 million.
Deal: MindMed’s filing of $500-million base shelf prospectus
Closing date: March 30, 2021
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Firms involved:
Cassels Brock & Blackwell LLP acted as Canadian counsel for MindMed.
Legal team: Jonathan Sherman, Jamie Litchen, David Singh (securities)
Troutman Pepper Hamilton Sanders LLP acted as U.S. counsel for MindMed.
Legal team: Thomas Rose, Nicole Edmonds, Shona Smith, Jason Langford
Mind Medicine (MindMed) Inc. filed a preliminary short form base shelf prospectus with securities regulators in each of the provinces and territories of Canada and a corresponding registration statement on Form F‐10 with the U.S. Securities and Exchange Commission in accordance with the multijurisdictional disclosure system established between Canada and the U.S.
The base shelf prospectus and registration statement, when made final or effective, will permit MindMed to offer and sell subordinate voting shares, multiple voting shares, warrants, subscription receipts, units or any combination thereof in various offerings having an aggregate value of up to $500 million during the 25-month period that the base shelf prospectus remains effective. This is the first base shelf prospectus filed by a psychedelics company.
Deal: Savaria Corporation completion of offer to acquire Handicare Group AB
Closing date: March 4, 2021
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Firms involved:
Sylvain Aubry, chief legal officer and corporate secretary, and Francis d'Amour Montminy, legal counsel, represented Savaria.
Blake, Cassels & Graydon LLP also represented Savaria in connection with its Canadian financing.
Legal team: Howard Levine, Pascal de Guise, Yu Li, Mathieu Guindon, Sarah Chahine (corporate/securities), Neil Katz, Rebecca Dawe, Camille Massé-Pfister, Marc Godber (financial services)
Norton Rose Fulbright Canada LLP represented both the underwriters and the lenders.
Legal team that assisted the underwriters: Stephen Kelly, Amélie Métivier, Thomas Charest-Girard, Charles-Étienne Borduas, Kiri Buchanan (corporate/securities)
Legal team that assisted the lenders: David Lemieux, Michele Friel, Josh White (financial services)
Lavery, de Billy, L.L.P. represented CDP Investissements Inc.
Legal team: Jean-Sébastien Desroches, Josianne Beaudry, Pierre-Olivier Valiquette, Frédéric Boivin Couillard (corporate/securities)
Hannes Snellman represented Savaria as its Swedish counsel.
Legal team: Ola Åhman, Sanna Böris, Mattias Friberg (corporate/securities)
Savaria Corporation, a global company in the accessibility industry, successfully completed its SEK2.9-billion (approximately $452 million) cash offer to acquire all the issued and outstanding shares of Handicare Group AB for SEK50 per share. Savaria raised a total of approximately $191 million in equity through a combination of a “bought deal” private placement of subscription receipts through a syndicate of underwriters led by National Bank Financial Inc., Desjardins Capital Markets, Scotiabank and TD Securities Inc. (underwriters) and a concurrent non-brokered private placement of subscription receipts with the Caisse de dépôt et placement du Québec.
Savaria also entered into a new senior secured $450-million credit facility with a syndicate of lenders led by National Bank of Canada (lenders).
Deal: OpSens Inc. closes $28.75 million bought deal public offering
Closing date: February 25, 2021
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Firms involved:
Stein Monast LLP acted for OpSens Inc. in the various necessary stages for the completion of its offering.
Legal team: Richard Provencher, Pierre-Olivier Plante, Odette St-Laurent, Emmanuelle-Salambo Deguara
Davies Ward Phillips & Vineberg LLP acted for the underwriting syndicate.
Legal team: Olivier Désilets, Amélie Doyon, Jesse Boretsky
OpSens Inc. completed a $28.75 million bought deal public offering. OpSens issued an aggregate of 15,972,222 common shares at a price of $1.80 per common share, including 2,083,222 common shares issued pursuant to the exercise in full of the over-allotment option granted to the underwriters. The common shares were offered by way of a short form prospectus filed in all provinces of Canada in accordance with Regulation 44-101 respecting Short Form Prospectus Distributions and in the U.S. on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. The offering was conducted by a syndicate of underwriters led by Stifel Nicolaus Canada Inc.
Deal: PsyBio’s completion of reverse takeover and $14.5-million private placement
Closing date: February 19, 2021
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Firms involved:
Aird & Berlis LLP represented the Target.
Legal team: Sherri Altshuler, Melanie Cole, Adria Leung Lim, Amy Marcen-Gaudaur, Russell Sanders, Meredith McCann, David Mba (corporate and securities)
Cassels Brock & Blackwell LLP represented the syndicate of underwriters as Canadian counsel.
Legal team: Nancy Choi, Chandimal Nicholas, David Singh, Reza Sarsangi (corporate and securities)
Bennett Jones LLP represented Leo Acquisitions Corp. as Canadian counsel.
Legal team: Aaron Sonshine, Corey Yermus (corporate and securities)
PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.) recently completed a reverse takeover of PsyBio Therapeutics, Inc. (the target), a biotechnology company developing a new class of drugs intended for the potential treatment of mental health challenges and other disorders.
The reverse takeover was completed by way of a “three-cornered” amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia) and a “three-cornered” merger under the laws of the State of Delaware. The Reverse Takeover constitutes PsyBio’s Qualifying Transaction (as defined by Policy 2.4 of the TSX Venture Exchange).
Deal: AbCellera Biologics’ IPO of common shares
Closing date: December 15, 2020
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Firms involved:
Tryn Stimart, chief legal officer, chief compliance officer and corporate secretary, acted as internal counsel for AbCellera.
Blake, Cassels & Graydon LLP acted as Canadian external counsel for AbCellera.
Legal team: Joseph Garcia (lead lawyer), Joan Chambers, Jamie Kariya, Emma Costante, Ryan Everett, Christina Huber
Goodwin Procter LLP acted as AbCellera’s U.S. counsel.
Legal team: Deepa Rich, Sam Zucker, James Xu, Mitch Bloom (lead lawyers), Kim De Glossop, Anitha Anne, Crescent Chasteen, Grace Wirth, Jeremy Slotnick, Alex Varond, Sarah Wicks, Dan Karelitz, Josh Lake, Kara Kuritz, Caroline Bullerjahn, Ettore Santucci
Cooley LLP represented the underwriters in the U.S.
Legal team: Charlie Kim, Kristin VanderPas, Div Gupta, Rich Segal, Denny Won, Pia Kaur, Ryan Lewis, Ed Wang, Dan Hutchins, Jorge Eduardo Mancillas
Osler, Hoskin & Harcourt LLP represented the underwriters in Canada.
Legal team: Shahir Guindi, Trevor Scott, Jeremy Brisset, Tara Folk, Ian Morrison (corporate), Timothy Hughes (tax)
AbCellera Biologics Inc. closed its underwritten initial public offering of 27,772,500 common shares, including the exercise in full of the underwriters’ over-allotment option to purchase 3,622,500 additional shares. The common shares were offered to the public at a price of US$20 per common share for aggregate proceeds to the company of US$555.5 million, before deducting underwriting discounts and commissions and estimated offering expenses. The common shares were listed on the Nasdaq Global Select Market. The offering was the largest initial public offering by a Canadian biotechnology company.
Deal: Bausch Health completes cross-border issuance and sale of US$2 billion of senior unsecured notes
Closing date: December 3, 2020
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Firms involved:
Bausch Health’s internal legal team was led by Christina Ackermann, executive vice president and general counsel, Judah Bareli, senior director, legal affairs (New Jersey), and Daniel Yelin, associate general counsel, head of legal Canada (Montreal).
Norton Rose Fulbright acted as counsel to Bausch Health Companies Inc. through its offices in Montreal, Moscow and London.
Legal team: Peter Wiazowski (lead lawyer), Thomas Nichols, Dan Ton-That, Audrey Levesque (Montreal), Aleksander Tsakoev, Yevgenia Belokon (Moscow), Tomas Gardfors, Yens Nessow (London), Derek Chiasson advising on Canadian tax matters
Blake, Cassels & Graydon LLP acted as Canadian counsel to the initial purchasers.
Legal team: Cat Youdan (lead lawyer), Ralph Lindzon, Kendall Grant (securities), Andrew Spiro, Annika Wang (tax)
Davis Polk & Wardwell LLP represented Bausch Health in the U.S.
Legal team: Michael Kaplan (lead lawyer)
Cahill Gordon & Reindel LLP represented the initial purchasers in the U.S.
Legal team: Noah Newitz, Timothy Howell (lead lawyers), Mark Loftus, Dana Sorbi, Richard Pan
Bausch Health Companies Inc. completed its cross-border issuance and sale of US$2 billion aggregate principal amount of senior unsecured notes, comprised of US$1,000 million aggregate principal amount of its new 5.000 per cent senior secured notes due 2029 and of US$1,000 million aggregate principal of its new 5.250 per cent senior notes due 2031.
Deal: Arlington Capital Partners acquires majority interest in Everest Clinical Research Corporation
Closing date: November 6, 2020
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Firms involved:
DLA Piper represented Arlington Capital Partners.
Legal team: Jeff Houle (Washington, DC, lead lawyer), Russel Drew (Toronto, lead lawyer), Thomas Pilkerton (Baltimore), Paolo Morante (New York), Christopher Mikson, M.D. (Philadelphia), Michael Richards, Kevin Fritz, Sangeetha Punniyamoorthy, Alex Roberts (Toronto), Veronica Monteiro (Edmonton), Julia Kovacs (Washington, DC), Qiang Li (Shanghai), Nia Brown (Washington, DC), Allen Xu (Beijing), Ying Li (Shanghai), Fangfang Song (Beijing), Yiyuan Zhang, Frank Chen (Shanghai), Tina Xia (Hong Kong), Matt Huddle (Baltimore), Mackenzie Clark, Grace Latimer, Titus Totan (Toronto)
Blake, Cassels & Graydon LLP represented Everest Clinical Research Corporation.
Legal team: Michael Stevenson (lead lawyer), Michael Elder, Laura Gagnon, Shahrouz Hafez, Anna Abbott (Toronto)
Thorsteinssons LLP also represented Everest Clinical Research Corporation.
Legal team: Brandon Wiener, Kyle Lamothe (Toronto, lead lawyers)
Cozen O’Connor also provided advice as Everest’s U.S. counsel.
Legal team: Steven Haas, Jay Dorsch (Philadelphia, lead lawyers)
Catherine Guo, a partner of Anjie Law Firm in China, also advised Everest.
RBC Mid-Market Mergers and Acquisitions (Toronto) acted as the exclusive financial advisor to Everest.
Legal team: Jeff Tone, Nisarg Shah, Jeff Miller, Tuhin Nair
Arlington Capital Partners and Everest Clinical Research Corporation completed a share purchase transaction whereby, among other things, Arlington acquired a majority interest in Everest.
Deal: Titan Medical Inc. enters into development and license agreement with Medtronic
Firms involved:
Borden Ladner Gervais LLP represented Titan Medical Inc. in relation to the development and license agreement, the senior secured loan and the US$18 million offering.
Legal team: Manoj Pundit, Colin Cameron-Vendrig, Brandon Evenson, Jonas Farovitch, Christine Mason, Danny Lang, Roger Jaipargas
Titan Medical Inc., a medical device company focused on the design, development and commercialization of a robotic surgical system, has announced that it has entered into a development and license agreement with Medtronic.