Brookfield Consortium Acquires O&Y Properties and O&Y REIT

On October 21, 2005, a consortium led by Brookfield Properties Corp. (Brookfield) and consisting of Brookfield’s Canadian-based subsidiary, BPO Properties Ltd. (BPO Properties) together with CPP Investment Board and Arca Investments Inc. (the Brookfield Consortium) completed a combined acquisition, valued at over $2.1 billion, of O&Y Properties Corp. (O&Y Properties) and O&Y Real Estate Investment Trust (O&Y REIT). Completion of the acquisition brought to a close the largest real estate auction in Canadian history. The Brookfield Consortium entered into a lock-up agreement with a number of institutional holders of units, who collectively held approximately 36 per cent of the units (other than those held by O&Y Properties), pursuant to which they agreed to tender all units held by them to the takeover bid. Frank Allen and Paul Findlay from the Toronto office assisted Sentry Select Capital Corp., one of the institutional holders.

Precision Drilling Completes Conversion to Income Trust Structure

On November 7, 2005, Precision Drilling Corp., a Calgary-based oil and gas drilling and service rig contractor, completed its conversion to an income trust structure by way of a plan of arrangement to become Precision Drilling Trust. In connection with the conversion, Precision was represented by Borden Ladner Gervais LLP corporate and securities counsel, with a team that included Brian Roberts, Robert Kopstein, Bill Sirett, Dan Kolibar, Gil Malfair, John Poetker, Britta Wagner and Anthony Rasoulis. As part of the conversion process Precision established a new $550 million syndicated loan facility led by the Royal Bank of Canada. Precision was represented by BLG with a team that included Brian Roberts and George Kelly.

Cameco Completes $300M Offering

On September 16, 2005, Cameco Corp., the world’s largest uranium producer, completed a public offering of $300 million aggregate principal amount of 4.70 per cent senior unsecured debentures maturing on September 16, 2015. The offering was underwritten by RBC Dominion Securities Inc. and Scotia Capital Inc. The underwriters were represented by Borden Ladner Gervais LLP with a team in Toronto that included Paul Mingay, Paul Findlay, Andrew Peel and David Pletsch (securities/corporate) and Rick Coburn (environmental).

Taiga Forest Products Converts to Stapled Unit Structure

On September 1, 2005, Taiga Forest Products Ltd. completed its conversion into an income fund-like structure under the name Taiga Building Products Ltd. The conversion was completed through a court approved statutory plan of arrangement under which each shareholder exchanged common shares of Taiga Forest Products for stapled units of Taiga Building Products. In aggregate, 8,051,420 common shares of Taiga Forest Products were exchanged for 32,205,680 stapled units of Taiga Building Products representing a market capitalization of approximately $215 million. Taiga Forest Products and Taiga Building Products were represented by Borden Ladner Gervais LLP with a team that included Bill Sirett, Hans Nowak, Ian Webb, Eric Doherty, Graeme Martindale and Melanie Bradley (corporate/securities), Robert Kopstein, Bruce Sinclair and Janette Pantry (tax) and Gerry Ghikas, Q.C., and Stephen Antle (litigation).

Citigroup Acquires Unisen Holdings from AGF

On October 3, 2005, AGF Management Ltd. completed the sale of Unisen Holdings Inc. and its wholly-owned subsidiary Unisen Inc. to CitiFinancial Canada, Inc., an indirect subsidiary of Citigroup Inc. The acquisition is valued at US$97.5 million subject to adjustments for working capital, revenue thresholds and options on certain assets of the Unisen operations. Unisen will be fully integrated into Citigroup’s Global Transaction Services division, which operates in 102 countries. Unisen will continue to service all existing clients. Unisen will also continue to service AGF and AGF mutual funds under a 10-year service agreement. AGF is one of Canada’s premier investment management companies with offices across Canada and subsidiaries around the world. In connection with the services agreement, AGF Funds Inc. was represented in-house by Mark Adams, vice-president, legal counsel; by Kathryn Ash and Liz Jordan of Borden Ladner Gervais LLP.

Bell Canada Acquires the Createch Group

On September 26, 2005, Bell Canada announced the acquisition, through a newly-formed subsidiary, of the business carried on by the Createch Group, a Quebec-based professional services firm specializing in business process optimization and information technology integration and offering services in manufacturing and logistics performance improvement, process reengineering, change management and information technology solution implementation. The acquisition also included the Createch Group’s sister companies, the Resolution Group and Naxxa Solutions. The amount of the transaction was not disclosed. Bell Canada was represented by in-house senior counsel, Miguel Baz, together with a team from the Montreal office of Borden Ladner Gervais LLP that included Tammy Shulman and Manon Gauthier (corporate) and Katherine Poirier (labour).

Toronto Waterfront Revitalization Acquires Prime Waterfront Property

On September 22, 2005, Toronto Waterfront Revitalization Corp. recently completed the acquisition of a prime waterfront property at the foot of Yonge Street in Toronto from Torstar Corp. (the Toronto Star newspaper’s parent company), and its subsidiary Metroland Printing, Publishing&Distributing Ltd. Consideration for the 1.4 acre parcel, which included an assignment of Metroland’s ground leasehold interest with the Toronto Port Authority, was approximately $12.2 million. The highly publicized acquisition marks an important step in the planned $1.5 billion redevelopment of Toronto’s waterfront. Toronto Waterfront Revitalization Corp. was represented by in-house counsel Victor Wong, and by Stephen Waqué and Catherine Bray of Borden Ladner Gervais LLP.