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| Business Transactions |
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Working closely with the firm's corporate department, we provide relevant and practical advice on environmental issues in all types of business transactions. We regularly oversee environmental due diligence investigations, advise clients on environmental risk, and negotiate representations, warranties, indemnities and disclosure schedules relating to environmental matters.
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Moreover, we focus on determining clients' needs to properly assess risks, developing innovative and realistic approaches to risk allocation, and proposing workable solutions.
Representative mandates that involved material environmental issues include representing:
Chemicals
- Koch Industries Inc. in its acquisition from Dupont of the Canadian operations of Invista (formerly Dupont Textiles and Interiors);
- Pioneer Companies, Inc. in its purchase of ICI Forest Products, the Canadian maker of chemical products for the pulp and paper industry, from ICI plc;
- Orica Ltd. (formerly ICI Australia) in its purchase of ICI plc's Canadian explosives operations; and
- Marsulex Inc. and Chemtrade Logistics Income Fund in the initial public offering of Chemtrade units. Chemtrade was formed to acquire the eastern North American sulphur removal businesses of Marsulex and a Marsulex subsidiary.
Food
- H.J. Heinz Company of Canada Ltd. and its U.S. parent in the sale to Snowcrest Packers Ltd. of the shares of Omstead Foods Ltd.;
- Saputo Inc. in a string of acquisitions, including the purchase of the third largest dairy processor in Argentina, the Dairyworld Foods businesses and Culinar Inc.;
- Sysco Corporation's acquisition from Sobeys Inc. of Sobeys' national foodservice operations, SERCA Foodservice; and
- H.J. Heinz Company of Canada Ltd. in its acquisition of the Richardson Foods business of Unifine Richardson B.V.
Miscellaneous
- Lafarge SA in its acquisition of the Canadian businesses of Blue Circle Industries plc and the subsequent sales by Lafarge of the aggregate, construction and asphalt paving businesses of TCG Inc. and TCG Asphalt and Construction Inc. and of Blue Circle's Great Lakes assets;
- Canadian Waste Services Inc., a subsidiary of Waste Management Inc., in its purchase of certain (cross-Canada) commercial, roll-off and recycling waste collection businesses from Browning-Ferris Industries Ltd.;
- The underwriters in connection with Abitibi-Consolidated Inc.'s initial public offering of trust units of SFK Pulp Fund, an income fund established to acquire Abitibi-Consolidated's pulp mill in Saint-Félicien, Quebec;
- C-MAC Industries Inc. in its $4.1 billion merger with Solectron Corporation. The combined entity is one of the world's largest designers and manufacturers of integrated electronic manufacturing solutions;
- Castings Acquisition Corp., an affiliate company of The Carlyle Group, in its $285 million acquisition of all of the outstanding common shares of Tritech Precision Inc.;
- Standard Radio Inc. in its acquisition from Telemedia of 65 radio stations in Ontario, Alberta and British Columbia. In related transactions, 13 of the acquired radio stations in Ontario and 15 of the stations located in Alberta were sold by Standard;
- Wolseley plc, in its indirect acquisition of Nuroc Plumbing & Heating Supplies Ltd. Wolseley plc is the world's largest specialist trade distributor of plumbing, heating and building products;
- An acquisition vehicle formed by principals of Andlinger and Company, Inc., a private investment management firm, in its purchase of Belgium's The Thona Group, whose member companies develop and produce high quality rubber compounds;
- The underwriters in connection with the initial public offering of trust units of Boralex Power Income Fund, an open-ended trust that owns, operates and manages eight power-generating stations in Quebec;
- Philip Services Corp. (and its US and Canadian subsidiaries) in its cross-border US$2 billion restructuring, including the investment by New York-based High River LP of more than US$170 million;
- A consortium of BC Gas Inc., Ontario Teachers' Pension Plan Board and Borealis Infrastructure Management Inc. in the consortium's acquisition of the Express Pipeline System from EnCana Corporation and its affiliates. The pipeline system is a 2,750 km pipeline that delivers crude oil produced in Alberta to refineries and other facilities in Wyoming and Illinois;
- Cable Design Technologies Corporation in its sale of substantially all of the assets of its NORCOM wire and cable business in Kingston, Ontario, Canada to subsidiaries of Belden Inc.;
- Abitibi-Consolidated Inc. in the sale of its Wayagamack paper mill in Trois-Rivières, Quebec to Kruger Wayagamack Inc., a majority-owned subsidiary of Kruger Inc. of Montréal; and
- Kobe Aluminium Canada Inc. in the sale of its 13.33% undivided co-ownership interest in the Aluminerie Alouette aluminum smelter to a wholly-owned subsidiary of Société Générale de Financement du Québec.
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