Golden Gate Acquires Geac

On March 14, 2006, Golden Gate Capital completed its acquisition of all of the issued and outstanding common shares in the capital of Geac Computer Corporation Limited for a total purchase price of approximately US$1 billion or US$11.10 per common share. The transaction was completed by means of a court-approved plan of arrangement under the Canada Business Corporations Act, after Geac shareholders overwhelmingly voted in favour of the plan.

Golden Gate is a San Francisco-based private equity investment firm with over US$2.5 billion of capital under management dedicated to investing in high-growth businesses in change-intensive industries. Geac is a global enterprise software company that addresses the needs of chief financial officers.

Golden Gate was represented by Kirkland&Ellis LLP and was also advised by Borden Ladner Gervais LLP with a team led by Paul Mingay that included Frank Allen and Dyana McLellan (corporate/securities), Larissa Tkachenko (tax), Adam Fanaki (Investment Canada), Howard Silverman and Will Wallace (banking), and Colleen Spring Zimmerman (intellectual property).

Angiotech Pharmaceuticals Acquires AMI

On March 23, 2006, Angiotech Pharmaceuticals, Inc. closed the acquisition of American Medical Instruments Holdings, Inc. (AMI) for approximately US$785 million (C$900 million), subject to post-closing adjustments. The transaction represents the largest acquisition by a Canadian company in the medtech sector.

Angiotech is a specialty pharmaceutical company that discovers and develops treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury or trauma. AMI is a leading manufacturer of specialty, single-use medical devices.

The acquisition was funded by way of a combination of cash on hand and the proceeds from the concurrent closings of a private placement of US$250 million in aggregate principal amount of 7.75 per cent senior subordinated notes due 2014, and a US$425 million senior secured credit facility consisting of a US$350 million term credit facility and a US$75 million revolving credit facility.

Borden Ladner Gervais LLP provided local Canadian counsel support to Angiotech. BLG acted as special counsel, providing banking related advice and opinion letters, with a team that consisted of Donald Bird and Martha Bruce.

TransLink and Bilfinger Berger Complete GEB Project

On March 10, 2006, the Greater Vancouver Transportation Authority (TransLink) completed the commercial, financial and final close of the $1.117 billion Golden Ears Bridge Project (the GEB Project).

The GEB Project involves the design, construction, financing and operation by Golden Crossing General Partnership (a Canadian special purpose vehicle created by Bilfinger Berger BOT Inc., a Canadian subsidiary of Bilfinger Berger GmbH) of a new connection from the Township of Langley and the City of Surrey to the District of Maple Ridge and the District of Pitt Meadows to provide north-south capacity to meet travel demand. The GEB Project includes a six-lane bridge across the Fraser River and connecting access arterial roads on both sides of the Fraser River, comprising in total approximately 13 kilometres of infrastructure. The GEB project has been described as the second largest privately financed public infrastructure project in Canada, after the Confederation Bridge.

Golden Crossing General Partnership financed the design, construction and operation of the GEB Project with international lenders DEPFA BANK plc and Dexia Crédit Local, and Computershare Trust Company of Canada as security trustee.

Golden Crossing Constructors was represented by Douglas Sanders, Chris Eagles and Karen Bradley of Borden Ladner Gervais LLP.

Yellow Pages Group Acquires Trader Media

On February 14, 2006, Yellow Pages Group completed its acquisition of all the outstanding shares of Trader Media Corp. from Fraser Francis Limited for a total purchase price of $436 million paid in cash and YPG LP limited partnership units exchangeable for publicly traded units of Yellow Pages Income Fund. Trader Media is Ontario’s largest publisher of print-based and online classified advertising publications, including AutoTrader, AutoMart, Renters News, Resale Homes and New Homes and Condos.

Ed Merringer, Dolores Di Felice and Emma Miller (corporate) and Larissa Tkachenko (tax) of Borden Ladner Gervais LLP acted as counsel to Trader Media with respect to certain corporate and restructuring aspects of the transaction

NovaGold Completes Offering and Concludes Agreement with Tahltan Nation

On February 8, 2006, NovaGold Resources Inc., a company engaged in the exploration of mineral properties in Alaska and Western Canada, completed a public offering of 14,950,000 of its common shares at a price of $13.43 per common share for gross proceeds of approximately $200 million. The public offering was made pursuant to a prospectus filed in both Canada and the United States under the multijurisdictional disclosure system. NovaGold’s common shares are listed for trading on the Toronto Stock Exchange and on the American Stock Exchange.

NovaGold intends to use the net proceeds of approximately $189 million on exploration and development work on its Galore Creek, Donlin Creek, Rock Creek and Ambler projects and for general corporate purposes. Citigroup Global Markets Inc., Bear, Stearns&Co. Inc. and RBC Dominion Securities Inc. were joint bookrunners for the transaction.
On February 13, 2006, NovaGold Canada Inc, a wholly-owned subsidiary of NovaGold, and the Tahltan Central Council, on behalf of the Tahltan Nation, entered into a comprehensive participation agreement to support the development of NovaGold’s Galore Creek Project in northwestern British Columbia. The agreement commits both parties to working collaboratively throughout the environmental assessment review and the permitting process for Galore Creek and will remain in effect throughout the life of the Galore Creek Project.

The Tahltan agreement will allow NovaGold and the Tahltan to jointly advance the Galore Creek Project toward the mutual objective of commencing project construction in early 2007. The agreement will benefit the Tahltan by maximizing training and employment of Tahltan members, providing access to Tahltan businesses for the supply of goods and services, and by establishing substantial financial contributions by NovaGold to the Tahltan Heritage Trust Fund created to mitigate any adverse social and cultural impacts of mine developments.

Borden Ladner Gervais LLP represented the underwriters in Canada on the public offering with a team that was led by Eric Doherty.