Pascal de Guise

Pascal de Guise  

Partner

Executive Summary

Pascal de Guise is a partner practicing in business law. Pascal focuses on mergers and acquisitions, venture capital and private equity, public offerings, going-private transactions and corporate governance and compliance issues. He regularly acts for reporting issuers on the Toronto Stock Exchange and the TSX Venture Exchange, as well as private companies, promising start-ups, brokers and investors.

Representative Work

  • Acted for the Caisse de dépôt et placement du Québec in an $80,000,000 investment in eStruxture Holdings Inc.
  • Acted for Servier Canada, in the context of their $21,000,000 investment along with Fonds de solidarité FTQ and CTI Life Sciences Fund to create ILKOS THERAPEUTICS inc., a new Québec biotechnology firm.
  • Acted for Ressources Québec Inc. in the context of a $10,000,000 private placement of units of Falco Resources Ltd., a TSX Venture Exchange listed issuer.
  • Acting for CiToxLAB Group Inc. in connection with its acquisition of AccelLAB Inc.
  • Acting for Kinross Gold Corporation in the option to acquire a 100% interest in Yorbeau's Rouyn Property from Yorbeau Resources Inc.
  • Acted for ProMetic Life Sciences Inc., a Toronto Stock Exchange listed issuer, in connection with the closing of a bought deal public offering of 19,400,000 common shares, conducted through a syndicate of underwriters, for aggregate gross proceeds of $60,140,000 and the concurrent private placement entered into with Structured Alpha LP, for the subscription of 1,921,776 common shares.
  • Acted for Ressources Québec Inc. in the context of a $10,000,000 private placement of units of Nemaska Lithium Inc., a TSX Venture Exchange listed issuer.
  • Acted for sponsors in an investment in the iNovia Investment Fund III.
  • Represented Iluka Exploration (Canada) Ltd., a wholly-owned subsidiary of Iluka Resources Limited, in the negotiation and conclusion of an option and joint venture agreement with Société d'Exploration Minière Vior Inc., a TSX Venture Exchange listed issuer.
  • Acted for Bluestreak Technologies (Canada) Inc. in the context of the sale of its assets to Espial Group Inc.
  • Acting for Sulliden Mining Capital Inc. in the option of the Troilus Mine from First Quantum Minerals Ltd.
  • Acted for the underwriters in the context of a bought deal offering under a short form prospectus of convertible unsecured subordinated debentures of Innergex Renewable Energy Inc. for an aggregate principal amount of $100 million.
  • Represented Diagnos Inc., a TSX Venture Exchange listed issuer, in the context of a private placement of senior secured convertible debentures through a syndicate of agents.
  • Acted for Qwave Capital LLC, a U.S. based private equity firm, in connection with its $17 million unsolicited take-over bid on the TSX Venture Exchange listed online lending company, IOU Financial Inc.
  • Represented Teralys Capital, a fund manager financing private venture capital funds, in the context of their investments in White Star Capital Canada Limited Partnership, Persistence Capital Partners II, L.P., Sofinnova Capital VIII and Versant Venture Capital VI, L.P.
  • Acted for ProMetic Life Sciences Inc., a Toronto Stock Exchange listed issuer, in connection with the closing of a bought deal public offering of 19,250,000 common shares, conducted through a syndicate of underwriters, for aggregate gross proceeds of $50,050,000.
  • Acted for Groupe Bikini Village Inc. in the context of the sale of substantially all of its assets to Boutique La Vie en Rose Inc.
  • Represented MRRM Inc. in the context of its going-private transaction and amalgamation with a wholly-owned subsidiary of Marbour S.A.S.
  • Acted for ProMetic Life Sciences Inc. in connection with the closing of a bought deal public offering of 13,200,000 common shares, conducted through a syndicate of underwriters, for aggregate gross proceeds of $25,080,000.
  • Represented Diagnos Inc. in connection with the amalgamation of one of its wholly-owned subsidiaries with Warnex Inc.
  • Represented BDC Venture Capital and Investissement Québec in the context of their investment in White Star Capital, a transatlantic seed vehicle based in Guernsey investing in start-up companies in the fields of social media, gaming and e-commerce.
  • Acted as Canadian counsel to Strides Arcolab Limited in the context of the sale of their Agila Specialties Pharma Corporation business to Mylan Inc. for a total consideration of up to US$1.75 billion.
  • Acted for ProMetic Life Sciences Inc. in connection with the closing of their public offering of a total to 26,651,400 common shares conducted on a best efforts basis by a syndicate of agents, for total gross proceeds of $23,986,260.
  • Represented BDC Venture Capital in the context of their investment in BrandProject LP, a new venture that invests in early-stage consumer products and technology companies, as well as in the context of their investment in TandemLaunch, ideation company that invests in emerging consumer electronics and multimedia technologies.
  • Advised Klox Technologies Inc. in the context of the sale of its in-office whitening kit and teeth-whitening pen businesses to Valeant Pharmaceuticals International, Inc.
  • Represented Empire Maintenance Industries in connection with the sale of all of its issued and outstanding shares to Birch Hill Equity Partners.
  • Advised management of Global Railway Industries in the context of the management buy-out of CAD Railway Industries.
  • Acted for Blue Note Mining Inc., a Canadian mineral exploration and mining company headquartered in Montreal, in the context of the spinoff of its New Brunswick mining properties to GeoVenCap Inc., a capital pool company.
  • Acted for Applied Biology Company, parent company of CIT Safety & Health Research Company, in the context of its acquisition of substantially all assets of LAB Research Inc.
  • Represented Tetra Tech, Inc., a global consulting, engineering and construction firm based in Pasadena, California and listed on the NASDAQ, in the context of the acquisition of BPR, one of the largest independent engineering services firms in Canada.
  • Acted for Groupe Bikini Village Inc., a Toronto Stock Exchange listed issuer, in the context of a rights offering and a concurrent private placement.
  • Represented ProMetic Life Sciences Inc. in the context of a financing deal with U.S.-based Abraxis BioScience, Inc. for a total of US$13,000,000.
  • Acted for Blue Note Mining Inc. in the context of its acquisition of X-Ore Resources Inc.
  • Represented Blue Note Mining Inc. during its successful $56 million restructuring and listing on the TSX Venture Exchange.
  • Advised Uniprix Inc.'s board of directors in connection with an offer from McKesson Canada to purchase all outstanding shares of Uniprix.
  • Represented ProMetic Life Sciences Inc. in the context of its final agreements with Abraxis BioScience, Inc. for the development and marketing on a world-wide basis (excluding China and Taiwan) of four biopharmaceutical products targeting underserved medical conditions.
  • Advised BriseboisCo in the context of its privatization of Isacsoft Inc, a provider of software business solutions.
  • Acted for ProMetic Life Sciences Inc. in the context of prospectus offerings of 60,230,357 Subordinate Shares for total proceeds of $19,719,375.
  • Represented CTI Capital Inc., acting as agent in connection with Petrolympia' initial public offering in the context of its qualifying transaction with Pisces Capital Corp.
  • Acted for DEQ Systems Corp. in the context of a prospectus offering of 15,000,000 units for total proceeds $6,000,000.
  • Acted for Ambrilia Biopharma Inc. in the context of its brokered offering of 78,677,841 Units for total proceeds of $18,100,000.
  • Advised Alimentation Couche-Tard Inc. in the context of its brokered offering of 4,000,000 shares for total proceeds of $101,600,000.
  • Represented SITQ Immobilier in the context of its acquisition of all issued and outstanding shares of Bentall Corporation for $780 million.
  • Represented BMO Nesbitt Burns Inc. and CIBC World Markets Inc., acting as dealer managers in the context of the rights offering of Canbras Communications Corp. for a total of $99,105,209.
  • Acted for Teleglobe in connection with the sale of its outstanding 78.4% public interest to BCE for a total consideration of $8,374,657,733.

Publications & Presentations

Presentations

  • "New IIROC Guidance for Underwriting Due Diligence," Panel "Financial Markets," Annual Securities Lawyers Seminar, October 2014.
  • "Faire affaire avec les organismes publics, ce que vous devez savoir!," (co-author) ACC Canada & Borden Ladner Gervais, January 14, 2014.
  • "New Marketing and Pre-Marketing Rules Effective August 13, 2013," Panel "Capital Markets in Canada," Annual Securities Lawyers Seminar, October 2013.
  • "Derniers développements en droit corporatif : les incontournables," (co-author), Financial Executives International Canada (Québec Section), June 17, 2010.
  • "Les conséquences pratiques de l'entrée en vigueur des normes internationales d'information financière (IFRS)," (Conference organizer), Canadian Bar Association, Québec Division, May 12, 2010.
  • "La rédaction de contrats commerciaux : une question de style?," Insight Information, January 27 and 28, 2009.
  • "Pourquoi seulement 8 % des sociétés inscrites à la Bourse de Toronto proviennent-elles du Québec?," Canadian Bar Association, Québec Division, October 30, 2008.
  • "Le financement des PME. Obstacles. Défis. Solutions,"- Forum sur les PME québécoises, Autorité des marchés financiers, September 25, 2007.

Rankings & Recognitions

  • Selected by peers for inclusion in the 2018 edition of The Best Lawyers in Canada (Securities Law).
  • Recognized in the 2017 edition of IFLR1000 – The Guide to the World's Leading Financial Law Firms (Rising starsCapital Markets, M&A).
  • Recognized in the 2017 edition of The Canadian Legal Lexpert® Directory (Corporate Mid-Market) and the 2016 edition (Corporate Finance and Securities).
  • Recognized in the 2016 edition of the Lexpert® Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada (Corporate Finance and Securities).
  • Recognized in the 2015 edition of the Legal 500 Canada (Corporate and M&A).