 Bennett Jones Education Queen's University, BA, 1996 Queen's University, LLB, 1999 Bar Admissions Ontario, 2001 Overview Ian Michael's practice is focused on corporate and securities law with an emphasis on M&A and infrastructure investments involving private equity investments and public companies, corporate finance, and aviation infrastructure consortia. He has worked extensively with international investors in connection with their Canadian investments and acquisitions. He works with boards of directors, senior executives and private equity investors in a range of industries including aviation, real estate, technology and automotive. Ian previously served as a member of the Securities Advisory Committee (SAC) of the Ontario Securities Commission (OSC). SAC provides advice to the Commission on a variety of matters including legislative and policy initiatives and important capital markets trends. Ian is also a former secondee member of the Mergers & Acquisitions team at the OSC. Ian has been recommended by The Legal 500 Canada and the Canadian Legal Lexpert Directory in the areas Corporate Finance, Mergers & Acquisitions, Private Equity and Transport - Aviation, in addition to being noted by Lexpert as a leading infrastructure lawyer in Canada for his extensive work with aviation infrastructure consortia at most international airports in Canada. Ian is the firm's Toronto office delegate on the Pacific Rim Advisory Council (PRAC), a leading global association of 30 top tier law firms representing 12,000 lawyers around the world including Latin America, the Middle East, Europe, Africa and Asia. Ian has taught mergers & acquisitions for the advanced securities law program at the University of Western Ontario and the University of Windsor. He is also a member of the Board of Governors of St. Andrew's College. Mergers & Acquisitions • Morrison Hershfield Group Inc. with the private company arrangement in its sale to Stantec Consulting Ltd. • Safety Express Ltd. (an Aramsco company) in its acquisition of Sycorp Environmental. • S.i. Systems, a portfolio company of Quad-C Management, in its sale by Quad-C and management shareholders to Cornell Capital and Torquest Partners. • PowerSchool in its acquisition of Chalk.com Education. • Trillium Health Partners, together with Partners Community Health, in the acquisition of the Camilla Care Community long-term care facility from Sienna Senior Living in a hybrid transaction where Trillium Health Partners acquired the land and building for future hospital expansion and Partners Community Health acquired the long term care bed licenses and operations of the facility. • Urban Life Solutions, a portfolio company of Signal Hill Equity Partners, completed the acquisition of P. Munro Group Inc. • Brainlabs, a portfolio investment of Livingbridge and a leading data-led marketing agency, in its acquisition of Canadian programmatic buying and Google marketing platform consultants, MediaNet. • Prysmian Group, in its proposed acquisition of EHC Global. • Urban Life Solutions Inc., backed by Signal Hill Equity Partners, in its acquisition of the P. Munro Group. • Leyou Technologies Holdings (HKSE-listed and its Canadian operating subsidiary Digital Extremes) in its acquisition by Tencent Holdings Ltd. for HKD11.61 billion (US$1.5 billion). • City Wide Towing and Recovery Service Ltd., backed by Signal Hill Equity Partners, in its acquisition of ULS Maintenance & Landscaping Inc. • GSX Participations SA, in its acquisition by TSX-V listed Martello Technologies Group Inc. for $18.7-million in cash and shares. • Institutional investors advised by JP Morgan Asset Management in the acquisition of Contanda, a provider of bulk liquid storage and logistics services, from EQT Infrastructure II Fund. • S.i. Systems ULC, in its acquisition of Keen Technology Consulting Inc. • Safety Express Ltd., in its acquisition of Norclean International Corporation. • Special Committee of the Board of Summit Industrial Income REIT, in the internalization of its asset and property management functions. • The purchaser in its acquisition of 100% of the ownership of Nieuport Aviation Infrastructure Partners GP, the entity that owns and operates the passenger terminal at Billy Bishop Airport. • S.i. Systems Ltd., in its acquisition by Quad C Partners. • S.i. Systems ULC, in its acquisition of Aandrajax Technologies Inc. • Spirit AeroSystems, in its US$650-million acquisition of EU-based supplier Asco Industries. • Leyou Technologies Holdings (1089-HKSE) in its Ontario private company acquisition of Digital Extremes. • NorthWest REIT, in its hybrid combination with NorthWest International REIT by way of plan of arrangement. • Fairfax Financial Holdings, in its acquisition of Pethealth Inc. by way of a plan of arrangement. • BBA Aviation PLC, in its sale of landing gear maker, APPH, to Héroux-Devtek. • Emergent BioSolutions, in its acquisition of Cangene Corporation by way of a plan of arrangement. • Fairfax Financial Holdings, on its proposed acquisition of BlackBerry Ltd. ($4.7 billion) and subsequent lead investment in a $1.25 billion convertible debt financing of BlackBerry. • The controlling shareholder of ShawCor in the sale of substantially all of its interest in ShawCor and the elimination of its dual class structure. • Rio Tinto, in the acquisition of a controlling interest in Ivanhoe Mines and support for Ivanhoe Mines’ US$7.3B-financing plan for its Oyu Tolgoi copper/gold project. • WGI Heavy Minerals, in its acquisition by Opta Minerals pursuant to a take-over bid. • Maple Group, in its acquisition of each of TMX Group Inc., The Canadian Depository for Securities Limited, Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership, by way of a hybrid take-over bid and plan of arrangement and private agreement transactions. • UNX Energy, in its acquisition by HRT Participações em Petróleo S.A. of Brazil by way of plan of arrangement in consideration of Global Depositary Receipts listed on the TSX. • Desjardins Financial Group, in its take-over bid for Western Financial Group. • Schlegel Health Care, in its take-over bid for The Homewood Corporation. • Genuity Capital Markets, in its cash and share-exchange acquisition by Canaccord Financial. • InStorage REIT, in its acquisition by TKG-StorageMart Group by way of supported take-over bid. • Fairmont Hotels, in its private company sale of Delta Hotels to bcIMC. • Integrated Device Technology, Inc., in its acquisition of Tundra Semiconductor Corporation by way of plan of arrangement. • Creststreet Power & Income Fund, during its sale to FPLE Canada. • LionOre Mining, in competing take-over bids by Xstrata plc and Norilsk Nickel ($6.8 billion). • Scotiabank, in its equity investment in DundeeWealth Inc.. • Camco Inc., during the insider take-over bid made by Controladora Mabe S.A. de C.V. • Smithfield Foods, Inc., in its sale of Schneider Corporation to Maple Leaf Foods Inc. and the related redemption of exchangeable securities of its Canadian subsidiary.
Private Equity • The Founders in connection with the sale of a majority interest in LiftWerx Solutions to the TowerBrook Delta Fund managed by TowerBrook Capital Partners. • Signal Hill Equity Partners, on the acquisition of ARA Engineering. • Alliance Corporation, on its acquisition by Ironbridge Equity Partners. • Aramsco Holdings (a portfolio company of AEA Investors) in its acquisition of Safety Express and in Safety Express' subsequent acquisition of SelectPro and Norclean International. • The Vistria Group, on its recapitalization of Penn Foster Education Group.
Capital Markets
• Vancouver Airport Fuel Facilities Corporation in connection with its C$570-million offering of Series K and Series L Bonds • Vancouver Airport Fuel Facilities Corporation, in its $330-million offering of Series I bonds through RBC Capital Markets. • Represented issuer, underwriters, agents or investors on public offerings or private placements by:
Projects and Governance • Calgary Glycol Facilities Corporation, in the Calgary Airport Dedicated De-icing Facilities Project. • Counsel on the development and financing of:
• The special committee of a Canadian REIT in the acquisition of assets from a related party. • Counsel to the independent committee of a family controlled public company in connection with a governance review. • WGI Heavy Minerals, in the successful defence in a dissident proxy battle for the election of directors. • Dissident former CEO and significant shareholder in a proxy fight for the election of directors to YMG Capital Management. |