Retrospective of Langlois lawyers’ 10 Most Representative Mergers & Acquisitions Mandates of 2017
The expertise of Langlois lawyers in the areas of technology, transportation, intellectual property, labour law, Northern development, environmental law and real estate law was called upon in several major and impactful mergers and acquisitions files that the firm handled in 2017.
Langlois lawyers’ mergers and acquisitions group represented both foreign multinationals establishing a foothold in Quebec and small and medium-sized Quebec businesses bent on consolidating their position in their respective markets.
In 2017 Langlois is proud to have represented:
1. iGuzzini illuminazione S.p.A., as lead counsel, in its acquisition of a controlling interest in Sistemalux Inc.
Langlois acted as lead counsel for iGuzzini illuminazione S.p.A., an international leader in architectural lighting, in connection with its acquisition of Sistemalux Inc., a Canadian company headquartered in Montreal with more than 200 employees. With this acquisition, iGuzzini looks to consolidate its position as a North American leader in its business sector. Partly owned by Tamburi Investment Partners S.p.A., iGuzzini illuminazione S.p.A. had global sales of over 230 million Euros in 2016.
Participants: Julie Belley Perron (M&A), Félix Bernard (M&A), Jonathan Poulin (M&A), Charles Wagner (labour), Raphaël Buruiana (labour), Maxime Chouinard (tax), Pascal Archambault (IP), Sébastien Morin (corporate)
2. Alvest Group, as Canadian legal counsel, in connection with its partial purchase by the Caisse de dépôt et placement du Québec and Ardian, valuing Alvest at over 1 billion Canadian dollars
Langlois acted as Canadian legal counsel to Alvest Group, the world’s leading supplier of airport ground support equipment, in connection with the acquisition by the Caisse de dépôt et placement du Québec (CDQP) and Ardian, a private investment company, of a major interest in its share capital, a transaction that valued Alvest Group at over one billion Canadian dollars, according to independent valuations.
Participants: William D. Hart (M&A); Félix Bernard (M&A); Jean-François De Rico (IP); Chantal Guité (real estate)
3. The Green Organic Dutchman (a corporation backed by Aurora Cannabis) in its acquisitions and strategic development in Quebec
Langlois lawyers is assisting TGOD with all aspects of its business project, including due diligence on environmental and real estate matters prior to its acquisition of land, obtaining authorizations from the Commission de protection du territoire agricole, implementing the holding structure for the project in conjunction with tax accountants retained by the client, financing the project through a private placement, and negotiating agreements with various stakeholders including municipal authorities, Hydro-Québec and Gaz Métro. Langlois is also coordinating the suppliers and service providers involved: consultants, experts, construction contractors, etc. In addition the firm is providing the client with support in the areas of government relations and public financing.
Participant(s): Mylany David (project manager, corporate structure, real estate, project finance and government relations), Simon Chénard (corporate structure, real estate and project finance), Adèle Poirier (corporate structure, real estate and project finance), Jonathan Poulin (corporate structure, regulation and project finance), Julie Belley Perron (environmental law and permits), Pierre-Luc Desgagné (government relations), Jean Patrick Dallaire (construction), Éric Thibaudeau (construction), Sébastien Morin (corporate), Chantal Guité (real estate)
4. AGF Access Group Inc. in connection with its acquisition of Institut d’Échafaudage du Québec and Noxxent Inc.
Langlois lawyers advised AGF Access Group Inc. on its acquisition of 9020-4983 Québec Inc. (doing business as Institut d’Échafaudage du Québec (I.E.Q.)) following a proposal by I.E.Q. to its creditors. Based in the Saguenay region, I.E.Q. specializes in the lease, sale and installation of industrial access scaffolding and shoring, and in the training of specialized workers. It has a patent and industrial design portfolio that will be useful to AGF Access Group Inc. in connection with its activities. Concurrently with this transaction, the shares of Noxxent Inc., which specializes in installing and dismantling industrial access scaffolding and shoring, were also acquired.
Participants: Hubert Camirand (M&A), Simon Chénard (M&A and IP), Catherine Vaillancourt (corporate), Karine Presseault (real estate)
5. The Quebec leader in pre-hospital emergency transportation, as lead counsel, in the largest acquisition of its history
Langlois acted for the Quebec leader in pre-hospital emergency transportation in its largest transaction ever, the acquisition of all the assets and real estate holdings of an ambulance service provider operating in the Abitibi-Témiscamingue and Northern Quebec regions.
Participants: Mylany David (M&A, real estate); Félix Bernard (M&A); Chantal Guité (real estate); Catherine Vaillancourt (corporate).
6. Racine Groupe Immobilier, in its 58 million $ divestiture of real estate assets to Goldmanco
Langlois acted as lead counsel to Racine Groupe Immobilier in connection with the negotiation of the offer to purchase, due diligence aspects and the closing of the sale of all assets comprised in its real estate portfolio by Goldmanco, a Toronto-based purchaser, such assets including the rights in all leases with a major Canadian pharmacy chain.
Participants: Mylany David (real estate, M&A), Lucien Godbout (corporate), Miriam Robitaille (real estate, M&A) Julie Belley Perron (environment)
7. Cowater International Inc., as lead counsel, in its merger with CRC Sogema
Langlois advised Cowater International Inc. in connection with its merger with CRC Sogema to form CowaterSogema. Now Canada’s largest and most diversified international development firm, CowaterSogema has a collective 64 years of experience implementing more than 800 projects in over 80 countries.
Participants: William D. Hart (M&A); Félix Bernard (M&A)
8. DataMax Group Inc., as Canadian counsel, in connection with its acquisition by Professional Data Solutions Inc. (PDI)
Langlois acted as Canadian counsel to DataMax Group Inc. in connection with its acquisition by PDI, a leader in enterprise management software for the convenience retail and petroleum wholesale markets. With a network of clients in more than 30,000 locations in over 50 countries, DataMax provides software and services for petroleum industry retailers, including major oil companies.
Participants: Mylany David (M&A), Félix Bernard (M&A); Jean-François de Rico (IP)
9. Groupe APY SAS, in the acquisition of virtually all the shares of 3Di Synthèses Inc.
Langlois represented Groupe APY SAS, a European-based corporation specializing in the design and integration of custom-made professional digital solutions, in connection with its acquisition of 3di Synthèses Inc., a Montreal company founded in 1993 specializing in digital production solutions for the video game, video, television and movie industries. This transaction furthers APY’s international development strategy.
Participants: William D. Hart (M&A); Félix Bernard (M&A); Catherine Vaillancourt (corporate)
10. A private corporation in the acquisition of all the shares of an enterprise operating an important seniors’ residence in the Quebec City area
Langlois lawyers advised and assisted one of its clients with due diligence, financing, regulatory compliance and permitting in connection with the transfer of a seniors’ residence in the Quebec City area.
Participant: Vincent Plante (M&A)
Langlois lawyers’ business law group is also proud to have assisted their clients in the following important mandates in 2017:
An insurer in connection with IT procurement contracts representing a total financial commitment of $450 million
Langlois lawyers acted for an insurer in connection with the information-technology procurement process, including the acquisition and implementation of a suite of enterprise resource planning software. Our team led by Jean-François De Rico advised the client on defining the contractual approach, and negotiated and drafted on its behalf licence agreements, a Cloud-based services (SAAS) user agreement, and professional development and integration services contracts, representing a total financial commitment of $450 million. In connection with this mandate, our IT law specialists worked closely with the client’s information technology vice president and its legal department. Our expertise and understanding of IT-related risks allow us to identify the issues pertaining to applications and systems and provide effective support to our clients in selecting suppliers and acquiring IT solutions.
Participant(s): Jean-François De Rico and Pascal Archambault (commercial and IT-law, intellectual property and protection of personal information); Sébastien Laprise and Jean-Benoît Pouliot (procurement).
An international leader in bakery products retailing in a $135 million secured debt financing
A team of Langlois lawyers represented an international leader in bakery products retailing in negotiating and securing credit facilities totalling $135 million from a syndicate of institutional lenders who took hypothecary security on the movable and immovable assets of the borrower in Quebec.
Participant(s): William D. Hart (corporate); Mylany David (real estate finance); Simon Chénard (real estate finance); Félix Bernard (real estate finance), Chantal Guité (real estate) and Catherine Vaillancourt (corporate).