Retrospective 2018 | 10 Successes for Langlois’ Transactional Group

In 2018 Langlois was the law firm of choice of several major organizations for their mergers & acquisitions-related transactions. The transactional group at Langlois assisted important groups of businesses as well as foreign multinationals with several major projects, including strategic acquisitions, financings and equity investments. It was an interesting and active year rich in challenges for Langlois’ transactional group! 

1. Clauger SAS: acquisition by a French multinational of a stake in Soteck Inc.

Lawyers from Langlois assisted the shareholders and executives of Clauger SAS, a French multinational specializing in industrial refrigeration with a presence in 90 countries and a workforce surpassing 1,000 employees, in its acquisition of a stake in Soteck Inc., a consulting engineering firm and general contractor well established in Quebec in the agri-food industry. The acquisition of this stake is an important step in the North American development of Clauger SAS. Langlois advised Clauger SAS on all aspects of the transaction, which closed in January 2019. 

Participants: William D. Hart (M&A), Félix Bernard (M&A), Kathleen Houlihan (Employment), Bernard Roy (Tax), Catherine Vaillancourt (Corporate), Karine Presseault (Real Estate), Marc-Antoine Couture (Corporate). 

2. $500 million secured financing of Coop Avantis in the context of a merger

Langlois acted as legal counsel for the Fédération des caisses Desjardins du Québec, the National Bank of Canada and Farm Credit Canada in connection with the structuring of the securities required under the terms of a major financing agreed to in favour of Coop Avantis in the province of Quebec as well as out of province. In particular, Langlois carried out due diligence on multiple borrowers and cooperatives involved as well as the development and implementation of a guarantee structure of up to $500 million. 

Participants: Lucien Godbout (Financing), Jean-Simon Deschênes (Financing), Miriam Robitaille (Financing), Vincent Tremblay (Financing), Vincent Plante (Financing), Lauréanne Allen (Corporate), Chantal Guité (Financing). 

3. Acquisition by a French multinational of a Quebec manufacturer of aerospace components

As principal adviser, Langlois assisted a French company, a world leader in the manufacture and distribution of products for the aerospace industry, in its acquisition of all the shares and the intellectual property portfolio of a Quebec company specializing in the design and manufacture of custom masking components intended for aircrafts. 

Participants: William D. Hart (M&A), Félix Bernard (M&A), Olivier Scheffer (M&A), Jean-François De Rico (Intellectual Property, M&A), Pascal Archambault (Intellectual Property), Julie Belley Perron (Environment), Catherine Vaillancourt (Corporate), Lauréanne Allen (Corporate), Chantal Guité (Real Estate). 

4. Acquisition and financing of a New Brunswick poultry farm on behalf of one of the largest agricultural groups in Quebec 

Langlois represented the purchaser, one of the largest agricultural groups in Quebec, in the acquisition of a company operating a poultry farm in New Brunswick whose principal assets consisted of chicken production quotas. Langlois was involved in the negotiation and drafting of transactional documents as well as in setting up the financing necessary for the acquisition of all the company’s shares. 

Participants: Lucien Godbout (Financing), Julie Belley Perron (M&A), Vincent Plante (M&A, Financing), Lauréanne Allen (Corporate). 

5. Amalgamation of the real estate boards of the Greater Montreal, Quebec City and the Laurentides to form the Québec Professional Association of Real Estate Brokers 

Langlois assisted (as lead counsel) three real estate boards together having some 12,000 member real estate brokers in Quebec, as well as Centris Corporation Inc. (a company wholly owned by the Greater Montreal Real Estate Board) in their amalgamation under the Companies Act, to form the all-new Québec Professional Association of Real Estate Brokers. Langlois lawyers were involved in all stages of the amalgamation, specifically in due diligence, strategic planning, governance issues for the new structure, and the closing of the amalgamation, which took effect on January 1st, 2019. 

Participants: Jean-François Gagnon (Governance, Strategic Consulting), Pierre-Luc Desgagné (Governance, Strategic Consulting), Julie Belley Perron (M&A), Félix Bernard (M&A), Simon Chénard (M&A, Commercial), Pascal Archambault (Intellectual Property, Trademarks), Olivier Scheffer (M&A), Catherine Vaillancourt (Corporate), Chantal Guité (Real Estate). 

6. Sale of the IP assets of a video-game company operating in Quebec for 18 years 

Langlois represented a company in the field of entertainment technology in connection with the purchase of a video-game business and of its related intellectual property assets. The seller, whose rights were sold to a Montreal company operating in the information technology area, had been operating an online gaming company in Quebec for 18 years. Langlois was involved in the negotiation and drafting of transactional documents, including the asset purchase agreement and the trademark assignment. 

Participants: Jean-François De Rico (Intellectual Property, Technology Law). 

7. Acquisition of a stake in a California company on behalf of visual-effects studio Real by Fake 

Langlois assisted Real by Fake (VFX), a visual effects studio, in connection with its acquisition of a majority stake in Local Hero, LLC, a California post-production video studio. Local Hero’s leaders have retained a minority interest and will remain active in the company. This transnational transaction was carried out through a company newly incorporated in the United States for this purpose. 

Participants: Simon Chénard (M&A), Félix Bernard (M&A), Olivier Scheffer (M&A) as well as other lawyers in employment and labour law and corporate law. 

8. Sale of port infrastructure in the Port of Québec 

Langlois acted for Quebec Stevedoring Company Ltd. in connection with the sale to La Coop Fédérée of major port infrastructure it owned in Anse au Foulon in the Port of Québec. Langlois also acted as legal adviser for QSL in connection with commercial transactions, allowing it to establish alliances with stakeholders in the field of longshoring and port handling in Quebec and Canada. 

Participants: Miriam Robitaille (M&A), Vincent Plante (M&A), Lucien Godbout, Jean-Simon Deschênes (M&A), Mylany David (Real Estate), Chantal Guité (Real Estate), Lauréanne Allen (Corporate), Johanne Chabot (Corporate). 

9. Acquisition of Agro-Biotech by Emerald Health Therapeutics for $90 million 

A group of Langlois lawyers with expertise in securities and mergers & acquisitions was retained as special advisers to the shareholders and senior executives of Agro-Biotech, one of the then six cannabis producers in Quebec authorized by Health Canada, in connection with its acquisition by Emerald Health Therapeutics Inc. (TSX-V: EMH) for a total purchase price of $90 million. Half of the purchase price was payable by the issuance of shares of EMH, which was completed in part concurrently with closing of the acquisition. 

Participants: Mylany David (Cannabis, M&A), Félix Bernard (Securities, M&A), Simon Chénard (M&A). 

10. Project valued at more than $70 million for the land and building of a seniors’ residence 

Langlois assisted a group of investors in the creation of a limited partnership in connection with a project for the construction of a retirement home in the Shawinigan region. The project, which represents an investment of more than $70 million, is currently under construction and will be operated under the banner of the Château Bellevue Group. Langlois created the legal and corporate structure of the limited partnership and carried out the transaction to acquire the land intended for the residence. 

Participants: Vincent Tremblay (Corporate, Real Estate), Miriam Robitaille (Corporate, Real Estate), Chantal Guité (Real Estate), Johanne Chabot (Corporate). 

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Significant business law mandates 

Langlois also represented business-law clients in the following major mandates in 2018:

1. Langlois assisted The Green Organic Dutchman Holdings Ltd. in connection with its initial public offering (IPO) 

Langlois assisted The Green Organic Dutchman Holdings Ltd. with the Quebec aspects of its initial public offering that closed on May 2, 2018. The Langlois team revised the information contained in the prospectus relating to the Quebec activities of the client’s subsidiaries and discussed the structure set up for these activities with the agents’ advisers. 

Participants: Mylany David (Cannabis, Corporate), Julie Belley Perron (Environment, Regulatory), Simon Chénard (Corporate, Securities). 

2. Langlois acted as special adviser in environmental law and aboriginal law in a financing for Nemaska Lithium Inc. worth over $1 billion 

In connection with a US$1.1 billion financing for Nemaska Lithium Inc.’s Whabouchi lithium mine and its electrochemical plant in Shawinigan, a Langlois team composed of Julie Belley Perron, Roger Bill and Kateri Vincent provided advice on environmental law and aboriginal law to Clarksons Platou Securities and Pareto Securities, who acted as joint lead runners for the private placement of US$350 million in senior secured redeemable bonds. 

Participants: Julie Belley Perron (Environment), Kateri Vincent (Aboriginal Law), Roger Bill (Environment).

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