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Securities & Corporate Finance

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The Davis LLP Securities & Corporate Finance Practice Group prides itself in being at the forefront of recent and pending developments in securities law and corporate finance so as to deliver maximum value to our clients. Our Group consists of individuals with a diverse and impressive mix of skills, expertise and experience. In a complex and ever-changing legal environment, members of the Securities & Corporate Finance Group handle a wide range of sophisticated, multi-faceted transactions.

Our Group has extensive experience in all aspects of securities law and corporate finance including public offerings, private placements, venture capital financing, takeover bids, issuer bids, mergers and acquisitions and the day-to-day servicing of public companies.

Our expertise includes:

Offerings

• Engaging in prospectus offerings for national and local issuers, initial public offerings, capital pool company offerings, income fund and trust offerings, bought deals and special warrant financings.
• Undertaking POP system offerings, MJDS offerings, shelf offerings and rights offerings.
• Facilitating the establishment of national mid-term note programs, Canadian, U.S., U.K. and other stock exchange listings and U.S. Regulation A offerings.

Financings

• Facilitating institutional and private venture capital financing, debt and equity financing and structuring sound investment and exit strategies. We act for most major institutional venture capital firms, as well as numerous private venture capital firms and merchant banks.
• Advising on numerous specialized transactions, including capital pool company IPO's and qualifying transactions, a variety of tax advantaged structures, joint venture exploration and development, flow-through share financing and other mining transactions.
• Conducting institutional exempt offerings, "seed capital" financings, offering memoranda, cross-border and offshore financings, including Regulation S and Rule 144A Placements.

Mergers & Acquisitions

• Preparing and handling takeover and reverse takeover bids, issuer bids, proxy contests and the information circulars issued in connection with those transactions.
• Advising on amalgamations, plans of arrangement, divestitures and a variety of other corporate reorganizations and restructuring transactions.

Corporate Governance

• Offering corporate governance advice to directors and officers of public companies, including director, officer, and audit committee duties and liabilities.
• Advising on continuous disclosure obligations such as the preparation of MD&A, executive compensation disclosure and SHAIF, SEDAR / EDGAR filings, annual and special meetings, proxy information circulars, related party transactions, proxy fights and the drafting of shareholder rights plans.
• Establishing reinvestment plans for stock options, SAR plans, employee benefits and dividend reinvestment plans and other employee purchase and option plans.

Securities Industry

• Advising securities dealers on the underwriting of a variety of offerings, registration of Canadian and foreign dealers, portfolio managers and advisors, representation at broker-dealer disciplinary hearings and with OSC Rule 61-501 compliance (Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions).
• Representing local and national issuers, securities dealers, investors and venture capitalists as well as foreign issuers and investors in the Canadian and U.S. financial markets. Our lawyers are qualified to practice in British Columbia, Alberta, Québec and Ontario.

Taxation

• Advising on tax planning, drawing upon the expertise of the Davis Taxation Group.

Representative Transactions

• Represented AnorMED in its US$580 milllion acquisition by Genzyme Corporation. The transaction was commenced initially as the first ever hostile takeover bid in the history of the North American biotechnology industry, and took the form of an all-cash tender offer in Canada and the United States.
• Represented John Laing plc in its acquisition of Macquarie Group's interest in the $355 million Abbotsford Regional Hospital and Cancer Centre, and the $95 million Gordon and Leslie Diamond Health Care Centre.
• Represented Brascan Corporation (now known as Brookfield Asset Management) in its acquisition of Weyerhaeuser Company Limited's British Columbia coastal business for approximately $1.2 billion, plus working capital, in a transaction which included freehold timberlands, sawmills, remanufacturing facilities and associated annual Crown harvest rights.
• Represented MDSI Mobile Data Solutions in its acquisition by Vista Equity Partners. The $70 million acquisition was through an investment vehicle managed by Vista which acquired all of the outstanding shares of MDSI.
• Represented the AirSource independent liquidity committee in Algonquin Power Income Fund's acquisition of AirSource Power Fund I LP in a transaction valued at approximately $210 million (the Liquidy Commitee structured and orchestrated the transaction). Pursuant to the 'go shop' provisions of the Support Agreement, which was the first of its kind to be entered into in Canada without the normal 'deal protection' mechanisms, AirSource retained the right to solicit or entertain competing offers without providing 'matching rights' or a break fee.
• Acted for Solana Resources Limited in closing a $42 million short form prospectus common share offering. The common shares are listed for trading on the TSX Venture Exchange and were allotted and admitted to trading on the Alternative Investment Market of the London Stock Exchange.

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