Client Alert

Canada Deal Update

April 2009

Chadbourne & Parke LLP, a New York-based international law firm, offers sophisticated legal counsel to Canadian companies and private funds conducting cross-border business in the United States and around the globe. Chadbourne also assists U.S. and other non-Canadian companies and private funds conducting inbound business, with particular strength in emerging markets, energy, alternative energy, infrastructure and mining.

To help keep companies and funds apprised of current cross-border deals that are Canada outbound and inbound, we have begun to track significant transactions in the regions where Chadbourne & Parke has offices and/or active practices. Chadbourne offers local law capability in the United States through our New York, Washington, Houston and Los Angeles offices and internationally in our Mexico City, London, Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing offices.

To learn more about what Chadbourne can do to serve your Canada outbound and inbound needs, please contact the head of our Canada Practice, Jonathan Melmed, at +1 (212) 408-1002 or . 

Read about past Canada deals: 
January 2009 Canada Deal Update
October 2008 Canada Deal Update
July 2008 Canada Deal Update
April 2008 Canada Deal Update
March 2008 Canada Deal Update

Canada into the United States

• Toronto-based Agnico-Eagle Mines Limited acquired 1,000,000 units of U.S.-based AuEx Ventures Inc. by way of a private placement. The financial terms of the transaction were not disclosed. (3/11/09).
  
• Montreal-based Sofame Technologies Inc. signed a memorandum of understanding to acquire U.S.-based TransPacific Energy, Inc. in California. The financial terms of the transaction were not disclosed. (3/2/09).
  
• Circuit City has agreed to sell its Canadian operations to Bell Canada. The financial terms of the transaction were not disclosed. (3/2/09).
  
• Massachusetts-based Apparent Networks, Inc. raised an upsized US$12 million in Series C funding. This funding round was led by Egan-Managed Capital and was also fully supported by existing investors Bain Capital Ventures, JMI Equity and Business Development Bank of Canada. (2/25/09).
  
• Vancouver-based Pacific North West Capital Corporation has exercised an option to acquire from Ontario-based St. Andrew Goldfields Ltd. all of the outstanding shares of Alaska-based Mystery Creek Resources Inc. The financial terms of the transaction were not disclosed. (2/19/09).
  
• Vancouver-based PMI Gold Corporation entered into an Engagement Agreement with Jesup & Lamont Securities Corporation of New York to raise US$20 million in Senior Convertible Promissory Notes. (2/19/09).
  
• TRC Capital Corp, an Alberta-based private equity firm, amended a mini tender offer to acquire a minority stake in The Kroger Co., an operator of supermarkets, for approximately US$64.1 million in cash. (2/13/09).
  
• Toronto-based TD Bank Financial Group entered into a definitive agreement to acquire Chicago-based thinkorswim Group Inc. (2/8/09).
  
• Toronto-Dominion Bank announced it will acquire an additional 5% of U.S. online brokerage TD Ameritrade Holding Corp. for US$515 million. (2/7/09).
  
• A joint venture led by Toronto-based Hilco Consumer Capital, L.P. and U.S.-based Gordon Brothers Brands, LLC acquired the intellectual property assets of Linens 'N Things. The financial terms of the transaction were not disclosed. (2/6/09).
  
• CN completed its acquisition of the principal lines of the Elgin, Joliet & Eastern Railway Company, which operates in Illinois and Indiana. The financial terms of the transaction were not disclosed. (2/1/09).
  
• Venture capital investors TD Capital Ventures (Canada), Fairhaven Capital Partners (U.S.), and Longworth Venture Partners (U.S.) have agreed to exit their investment in U.S.-based Brabeion Software Corporation to U.S.-based Archer Technologies LLC. The financial terms of the transaction were not disclosed. (1/30/09).
  
• Ontario-based Liquidation World Inc. entered into a definitive purchase agreement with Chicago-based Talon Merchant Capital, LLC and its affiliate TCP Co-Investment Partners, LLC, pursuant to which Talon and TCP will be issued an aggregate of 7,600,000 common shares of Liquidation World at a value of C$1.00 per common share, for an aggregate issuance price of C$7.6 million. (1/27/09).
  
• Massachusetts-based database-virtualization startup Xkoto Inc. has received venture capital financing from previous investors GrandBanks Capital and GrowthWorks Canadian Fund. The financial terms of the transaction were not disclosed. (1/26/09).
  
• Montreal-based Olameter Inc. announced that they have purchased certain manual meter reading and associated services operations and contracts from California-based Trilliant, Inc. The financial terms of the transaction were not disclosed. (1/26/09).
  
• Ontario-based Grey Island Systems International Inc. acquired FleetPoint, LLC (a Washington Corporation) and Swiftsure Technologies (a British Columbia corporation). The financial terms of the transaction were not disclosed. (1/13/09).
  
• Ontario-based Phonetime Inc., one of the world's fastest growing providers of international long-distance telecommunication services, signed a binding Letter of Intent to acquire Huntington Telecom, a privately-held wholesaler of international long-distance minutes based in New York. (1/7/09).
  
• Quebec-based Atrium Innovations Inc. acquired Arizona-based Nutri-Health Supplements, LLC for a first consideration of US$23.9 million fully paid in cash at the closing of the transaction and two additional earn-out payments based on NHS' 2009 and 2010 EBITDA growth. (1/5/09).

United States into Canada

• British Columbia-based telecom startup Zeugma Systems Inc. raised US$22.5 million in a second round of funding led by New York-based Vertex Venture Capital to complete testing and launch commercial sales of carrier equipment for high-speed broadband networks. (3/18/09).
  
• Cliffs Greene B.V., a subsidiary of Cleveland-based Cliffs Natural Resources, acquired, by way of private placement, 50,448,987 common shares of Montreal-based KWG Resources Inc. and 22,224,784 warrants of KWG and a non-interest bearing convertible debenture of KWG in the principal amount of US$1,033,398 maturing on April 16, 2009. (3/16/09).
  
• Las Vegas-based Diagnostic Imaging International Corp closed the acquisition and financing of Vancouver-based Canadian Teleradiology Services. The financial terms of the transaction were not disclosed. (3/2/09).
  
• California-based software optimization company Wind River has acquired Ontario-based Tilcon Software, a provider of graphical user interface software tools for embedded systems. The financial terms of the transaction were not disclosed. (2/26/09).
  
• New Jersey-based systems integrator Emtec acquired Ottawa-based BSM provider KOAN-IT. The financial terms of the transaction were not disclosed. (2/18/09).
  
• New Jersey-based Cognizant announced the acquisition of Canadian systems integrator company Active Intelligence. The financial terms of the transaction were not disclosed. (2/12/09).
  
• Milwaukee-based Rockwell Automation agreed to acquire Saskatchewan-based Rutter Hinz, a leading engineering company. The financial terms of the transaction were not disclosed. (2/10/09).
  
• California-based Tetra Tech acquired Winnipeg-based Wardrop. The financial terms of the transaction were not disclosed. (2/4/09).
  
• California-based Unify Corp., a global provider of application modernization solutions, acquired CipherSoft Inc., a privately held company based in Calgary, Canada. The financial terms of the transaction were not disclosed. (2/2/09).
  
• CBTS, the technology solutions division of Cincinnati Bell Inc., acquired Toronto-based virtualization software developer Virtual Blocks, Inc. The financial terms of the transaction were not disclosed. (2/2/09).
  
• Emergency Medical Services Corporation, a subsidiary of Colorado.-based American Medical Response, acquired Quebec-based Skyservice Business Aviation, Inc. The financial terms of the transaction were not disclosed. (2/2/09).
  
• Florida-based Money4Gold Holdings Inc. expandes into Canada through the acquisition of Money4Gold.ca. The financial terms of the transaction were not disclosed. (1/30/09).
  
• San Francisco-based ValueAct Capital acquired all the common shares of Calgary-based Pulse Data Inc. The financial terms of the transaction were not disclosed. (1/28/09).
  
• Alcatel-Lucent's customer service software arm Genesys Telecommunications Laboratories acquired New Brunswick-based Conseros. The financial terms of the transaction were not disclosed. (1/26/09).
  
• Ontario-based Certicom Corp. agreed to be acquired by VeriSign, Inc. for C$2.10 per share. The total purchase price of the transaction is C$92 million. (1/23/09).
  
• New York-based Electrum Strategic Resources acquired units of Vancouver-based NovaGold Resources Inc. for the aggregate purchase price of US$60 million (1/22/09).
  
• Baltimore-based FTI Consulting, Inc., through its strategic communications arm, FD, expanded its presence into Canada with the acquisition of The Element Agency. The financial terms of the transaction were not disclosed. (1/19/09).
  
• Houston-based Petris Technology, Inc. acquired Calgary-based Intervera, Ltd., an industry leader in data quality solutions. The financial terms of the transaction were not disclosed. (1/16/09).
  
• Palo Alto-based Better Place Partners, a mobility operator, entered into a partnership with the government of Ontario to help bring an electric car network to the province and create a model for the adoption of electric cars in Canada. The financial terms of the transaction were not disclosed. (1/15/09).
  
• California-based Autodesk completed the acquisition of iLogic Technology from Ontario-based Logimetrix, Inc. The financial terms of the transaction were not disclosed. (1/6/09).
  
• Houston-based Allis-Chalmers Energy, Inc. acquired the remaining 51% stake in BCH, Ltd. and BCH Energy do Brasil Servicos de Petroleo, Ltda. from Calgary-based BrazAlta Resources Corp. The total value of the transaction is US$68.5 million. (1/6/09).
  
• Pennsylvania-based CertainTeed Insulation acquired all the assets of Canadian insulation manufacturer OFI Income Fund and the OFI Operating Trust, including Ottawa Fibre, for approximately C$42 million, and the assumption of its adjusted debt. (1/2/09).

Canada into Emerging Markets

• South Africa-based Simmer & Jack Mines, Limited, the controlling shareholder of Toronto-based First Uranium Corporation, closed its second offering of 19,600,000 common shares of First Uranium for aggregate gross proceeds of US$90,160,000. (3/9/09).
  
• Toronto-based Tiomin Resources Inc., completed an exploration company focused on sub-Saharan Africa. The financial terms of the transaction were not disclosed. (2/23/09).
  
• Toronto-based Silvermet Inc. acquired the Waelz kiln operations located in Iskenderun, Turkey that were previously operated by Turkey-based Metoks Madencilik Metalurji Tasimacilik San. ve Tic. The purchase price is approximately US$5,356,716. The vendor may be entitled to additional payments of up to US$2,348,372 over the next 5 years, depending on the performance of the operations. (2/19/09).
  
• Scotiabank completed the acquisition of an additional 24% of Thanachart Bank, Thailand's eighth-largest bank and leading automobile lender, for THB7,655 million, or approximately C$270 million. (2/3/09).
  
• Vancouver-based Eurasian Minerals Inc. has acquired 100% interest in the Grand Bois property in Haiti from Haitian mining company Societe Miniere Citadelle S.A., for US$5 million. (1/27/09).
  

Emerging Markets into Canada

• Abu Dhabi-based International Petroleum Investment Company acquired NOVA Chemicals of Canada at a total value of US$500 million. (2/23/09)
  
• Kazakhstan-based Tsesnabank signed an agreement on a credit line with the export-credit agency of Export Development Canada in the sum of US$13 million, with the goal of financing export equipment of Canadian enterprises to the Republic of Kazakhstan. (2/12/09).

Keep Us Informed

Upon closing of Canada-inbound and -outbound transactions, please notify us at for deal tracking purposes.