LifeLabs acquires CML HealthCare

LifeLabs Medical Laboratory Services completed the acquisition of CML HealthCare Inc. on October 1, 2013, for $965 million in cash and the assumption of $255 million in debt for a total transaction value of $1.22 billion. The acquisition was carried out pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario).

Concurrent with the acquisition of CML by LifeLabs, CML undertook completion of the divestiture of its diagnostic imaging operations, with the exception of its MRI/CT operations in Ontario.

LifeLabs is a Canadian-owned provider of community laboratory services with over 50 years of experience providing laboratory testing services helping healthcare providers diagnose, treat, monitor and prevent disease in patients. LifeLabs is indirectly owned by OMERS Administration Corporation, whose interest is managed by Borealis Infrastructure. As a result of its acquisition of CML, LifeLabs is now one of the largest laboratory services providers in the world, as well as being the largest in Canada.

Based in Mississauga, Ontario, CML HealthCare Inc. is a leading Canadian community-based, medical diagnostic services provider. In addition to its network of 114 Client C.A.R.E. Centres in Ontario, CML also includes Hemostasis Reference Laboratory, focused on specialized coagulation testing and equipment calibration for international customers; CML Bioanalytics, a specialty laboratory providing customized clinical trial testing for the biotechnology and pharmaceutics industries; and Rocky Mountain Analytics, providing specialized testing for naturopaths and physicians practicing integrated medicine in Canada.

Borealis Infrastructure and LifeLabs were represented in-house by Kath Hammond, vice president – legal, and Jennifer Guerard, vice president – legal at Borealis, and externally by Blake, Cassels & Graydon LLP with a team of Jeffrey Lloyd, Christopher Jones, Kevin Rusli, Karim Amlani, Adrian Cochrane and Kenneth Prichard (M&A); Jeremy Forgie and Elizabeth Boyd (pensions and employee benefits); Brian Facey, Micah Wood and Kevin MacDonald (competition); Seumas Woods (litigation), Jeffrey Trossman and Jeffrey Shafer (tax); Peter MacGowan (banking), Laura Weinrib and Wendy Mee (health/regulatory) and Holly Reid (employment and labour).

CML was represented in-house by Peter Brent, general counsel and chief privacy officer, and externally by Goodmans LLP with a team that included Kenneth Wiener, Victor Liu, Neill May, Rob Kallio and Johnny Singh (corporate/M&A); Richard Annan (competition), Tom Friedland and Peter Kolla (litigation); Ken Herlin (real estate), Mitchell Sherman and Marisa Wyse (tax) and Joe Conforti (employment and labour).

The special committee of the board of directors of CML in connection with the transaction was represented by Bennett Jones LLP with a team of Barry Reiter, Jesslyn Maurier and Corinne Bordman (corporate).

Osler, Hoskin & Harcourt LLP acted as adviser to Goldman Sachs, CML's financial advisor, with a team of Douglas Bryce and David Vernon (corporate).