Looking back on 2023 | The transactions that marked the year

The economic climate of 2023 was characterized by rising interest rates and persistent inflation, leading to market uncertainty worldwide. Despite this situation, the Langlois business law team remained active throughout the year, with an impressive volume of transactions totalling over CA$3.2 billion, including the conclusion of major commercial agreements. Our expertise was sought in a wide range of strategic and complex transactions, notably in the pharmaceutical, technology, security services, natural resources and renewable energy sectors. Throughout the year, we continued to attract top talent while further enhancing our ability to predict market trends, integrate new regulatory requirements, and provide tailored legal and business advice to our clients’ needs.

Highlights of the year’s transactions are outlined below.

Mergers & Acquisitions

Our M&A team represented:

• Cerba Healthcare International, a leading global player in medical diagnosis based in Paris, in its acquisition of CIRION BioPharma Research Inc., a contract research laboratory specialized in /biosimilars based in Laval.

• Garda World Security Corporation in securing CA$2.5 billion in multi-year contracts with the Canadian Air Transport Security Authority (CATSA), for more than 50% of the Canadian airports.

• A private investment fund, for the acquisition of assets of one of the first wineries in California’s Napa Valley for US$47 million.

• Solina, a global leader in the food industry, in its acquisition of all of the issued and outstanding shares of W. T. Lynch Foods Limited, an Ontario-based manufacturer of customized savoury and sweet culinary solutions for food service and industrial markets.

• A limited partnership in the acquisition of more than 1,000 housing units from a real estate investment trust (REIT) operating in Québec.

• Les Pères Nature, advising Ms. Maréva Bédard, a young entrepreneur and the daughter of the founder, in the transfer of the ownership of the business.

• The Société nationale des chemins de fer français (SNCF), France’s state-owned railway company, in the auction process leading to the divestiture of all of its shares in Montréal-based artificial intelligence company ExPretio Technologies Inc. to Modaxo Group Inc., a Constellation Software Inc. company.

• Environmental 360 Solutions inc. or its affiliates, in the context of:
  • the share acquisition of the Enviro 5 group, a premier provider of septic and pumping services to residential, municipal, commercial, and industrial customers across Montréal and the surrounding area;
  • the purchase of substantially all of the assets of Environnement Beauregard Ltée, one of the largest providers of septic servicing, commercial liquid waste collection, and emergency response services to residential, municipal, commercial, and industrial customers in the Greater Montréal Area.

• Crisis24 Group for a strategic alliance of a value of US$60 million and the related pre-closing reorganization.

• The shareholders of IT Chapter, a Montréal-based company specializing in digital transformation founded in 2003, in its sale to the French company Apside.

• Pershimex Resources Corporation, a Québec gold mining company, in the acquisition of all the outstanding securities of Pershimex by Abcourt Mining Inc., another gold mining company, by way of a three-cornered amalgamation under the Canada Business Corporations Act.

• The sole owner of Clinique de Médecine Industrielle et Préventive du Québec in its sale to Investissements Cordeiro inc.

• ZoomMed Inc. for its corporate reorganization, sale of assets and change in its business in order to assign its intellectual properties to KDA Group Inc., a TSX Venture Issuer listed company.

• Ivys Adsorption Inc., in connection with the bankruptcy of Xebec Adsorption Inc., for the purchase of certain assets of FormerXBC Systems USA, LLC and the multi-million-dollar sale thereof to a key customer in the biogas industry.

• A public organization in the establishment of an emphyteutic lease on over 100,000 square feet of office space in downtown Montréal.

• Two investors with respect to a 182-unit residential real estate project in the Québec City area for the establishment of a limited partnership.

Capital Markets and Financing

Our capital markets team advised:

• Garda World Security Corporation in connection with its issue of senior secured notes on the North American market for aggregate gross proceeds of US$400 million.

• LSL Pharma Group with its listing on the TSX Venture Exchange by way of a reverse takeover and concurrent private placement for a total value of CA$55.9 million.

• SCW Fund Corp. in a CA$60 million financing for its North American expansion.

• Les Industries Show Canada Inc. and its subsidiaries under a double financing arrangement with the Royal Bank of Canada (RBC) and Investissement Québec, for a combined total of CA$18 million.

• A food manufacturer in setting up a CA$75 million credit facility secured by assets in both Québec and the United States.