Dentons, Osler, Stikeman Elliott, BLG, Fasken also legal counsel this week
Deal: Eureka Capital to merge with Empire Hydrogen
Value: Undisclosed
Gowling WLG and Crease Harman are serving as legal counsel in Eureka Capital’s merger with Empire Hydrogen. Also in this week’s roundup are Dentons, Osler, Stikeman Elliott, BLG, and Fasken as advisors in deals in the energy, mining, finance, and aerospace sectors.
Eureka Capital to merge with Empire Hydrogen
Eureka Capital Corp., a capital pool company, has entered into a definitive business combination agreement with British Columbia-based Empire Hydrogen Energy Systems Inc. through its wholly-owned subsidiary, 16299440 Canada Inc.
Gowling WLG (Canada) LLP is serving as the legal counsel to Eureka. Crease Harman LLP is serving as legal counsel to Empire.
The deal involves the exchange of Empire’s shares for Eureka’s shares at a ratio of 1.2 Eureka shares per Empire share, with a deemed value of $0.2083 per Eureka share. Approximately 26.9 million shares of the resulting issuer will be issued to Empire shareholders.
Before deal completion, Eureka is expected to complete a non-brokered private placement for aggregate gross proceeds of up to $600,000 and up to 2,400,000 Empire shares.
Upon deal completion, Eureka will be renamed "Empire Hydrogen Energy Systems Inc." and will continue the business of Empire, which focuses on hydrogen fuel enhancement systems for large diesel engines.
The deal is expected to close in November 2024, subject to regulatory and shareholder approvals.
Toronto-based Onex to acquire Farsound
Through its Onex Partners Opportunities Fund, Toronto-based Onex Corporation agreed to acquire England’s Farsound, a global leader in supply chain solutions for the aerospace engine maintenance, repair, and overhaul (MRO) market. Financial terms were not disclosed.
Latham & Watkins LLP is serving as legal counsel to Onex, with Barclays and Solomon Partners as financial advisors. K&L Gates LLP is serving as legal counsel to AGIC, with William Blair as the exclusive financial advisor.
Farsound CEO Christ Knott said, “Onex shares our vision for growth of the business, and we have been impressed by both Onex’ experience and track record of helping businesses realize their growth ambitions.”
Onex Partners Managing Director Faiz Hemani said, “We look forward to applying our aviation and aerospace networks for the company’s benefit across its customer landscape.”
The deal is expected to be completed by end of 2024, pending customary closing conditions and regulatory approvals.
Capital Power Corp prices $600 million medium-term notes offering
Capital Power Corporation announced a Senior Unsecured Medium-Term Notes offering priced at $600 million. These notes, part of Series 8, carry a 4.831 percent interest rate and are scheduled to mature on September 16, 2031. The notes are fully guaranteed on a senior unsecured basis by each material subsidiary of the company that is or becomes a borrower under, or provides a guarantee concerning, any Credit Facilities.
Dentons Canada LLP is serving as counsel to Capital Power, while Osler, Hoskin & Harcourt LLP is acting as legal advisor to the syndicate of dealers.
BMO Nesbitt Burns Inc. and National Bank Financial Inc. acted as Joint Lead & Joint Bookrunners, with a syndicate of dealers including TD Securities Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Merrill Lynch Canada Inc., ATB Securities Inc., MUFG Securities (Canada), Ltd., Desjardins Securities Inc., iA Private Wealth Inc., Mizuho Securities Canada Inc., and Casgrain & Company Limited.
The deal is expected to be completed on September 16, 2024.
Dividend Growth Split Corp launches $150 million equity offering
Dividend Growth Split Corp., an Ontario-based mutual fund corporation, completed a $150 million equity offering, issuing up to $75 million in Preferred Shares and $75 million in Class A shares. The shares were offered on the Toronto Stock Exchange (TSX) under the symbols “DGS.PR.A” and “DGS.”
Osler, Hoskin & Harcourt LLP served as legal counsel to Dividend Growth while Stikeman Elliott LLP advised the agent for the offering.
RBC Dominion Securities Inc. acted as the Agent, earning up to 2.5% of the gross sales price per share. The shares were distributed through “at-the-market” transactions on the TSX, with prices set by prevailing market conditions. The offering was subject to TSX approval, contingent on Dividend Growth meeting all listing requirements.
Managed by Brompton Funds Limited, Dividend Growth invests in a diversified portfolio of Canadian and global companies with a market capitalization of at least $2 billion and a history of or strong potential for dividend growth.
Maple Leaf Critical Minerals launches $55 million flow-through limited partnership offering
Maple Leaf Critical Minerals 2024-II Enhanced Flow-Through Limited Partnership, a British Columbia-based entity, launched an offering of National Class and Québec Class limited partnership units, aiming to raise a maximum of $55 million.
Borden Ladner Gervais (BLG) LLP advised Maple Leaf and Fasken Martineau DuMoulin LLP acted for the agents.
The offering included Series A and Series F units, priced at $25 each, with a minimum subscription of 200 units per investor. The National Class targeted investments across Canada, while the Québec Class focused on opportunities in Québec, with both portfolios primarily investing in Flow-Through Shares of resource companies engaged in mining critical minerals.
The partnership’s investment strategy emphasized maximizing tax benefits and achieving capital appreciation for investors. The offering’s proceeds were designated for acquiring Flow-Through Shares and covering partnership expenses, with specific allocations to the National and Québec portfolios based on unit subscriptions. The partnership planned to implement a liquidity event by December 31, 2025, potentially involving a mutual fund rollover transaction.
