Deals roundup also includes Blakes and DLA Piper advising buy of CBI Health autism centre
Bennett Jones and Dorsey & Whitney assisted Emerald Health Therapeutics in its agreed sale to U.S.-based pharmaceutical company Skye Bioscience, with Fasken Martineau DuMoulin as Skye's Special Committee advisor and Morrison & Foerster as Skye's outside legal counsel. In the healthcare industry, Blake, Cassels & Graydon and DLA Piper served as legal counsel in Venn Growth Partners and BDC Capital’s acquisition of Monarch House, a network of behavioural health centres owned by CBI Health Group.
Months after Emerald Health Therapeutics’ announcement to pivot from the cannabis sector to the pharmaceutical industry, the company signed an agreement on May 12 with American pharmaceutical firm Skye Bioscience in which Skye will acquire all shares of Emerald in a share-for-share deal.
Upon transaction completion, current Skye stockholders will own approximately 54 percent of Skye shares and the remaining 46 percent will go to former shareholders of Emerald.
Bennett Jones LLP and Dorsey and Whitney LLP are the legal counsel to Emerald, with Vantage Point Partners and Evans & Evans as financial advisors.
Fasken Martineau DuMoulin LLP is acting as Skye's Special Committee legal counsel and Morrison & Foerster LLP is acting as Skye's outside legal counsel. Skye’s financial advisor is Scalar CA, LLC.
Bobby Rai, Chair of the Board's Special Committee of Emerald Health Therapeutics, said, “We are excited to present this opportunity with Skye to our shareholders. Since announcing the strategic pivot of Emerald last November, we have been working to wind down our past operations, monetize our non-cash assets, and apply our capital to a new investment opportunity. We have searched for a company with differentiated positioning and a pedigree of expertise and experience. We believe we have found it in Skye Bioscience.”
"Skye's proposed acquisition of Emerald stands to strengthen its balance sheet and ability to advance its well-positioned technology and development platform that has generated promising preclinical data in the past year and a half,” said Praveen Tyle, Ph.D., Chair of the Board's Special Committee of Skye Bioscience and President, CEO and Board member of Invectys, Inc. “Despite the constraints of COVID on all facets of the life science industry, Skye has completed the preclinical preparation necessary to launch its first-in-human study of its lead drug, SBI-100 OE, in the second quarter of 2022. We expect regulatory approval to start our Phase 1 study and begin enrolling patients shortly. The transaction with Emerald is expected to provide funding into 2023 and, importantly, for our planned Phase 2 study starting in the fourth quarter of 2022."
Closing of the transaction is expected to occur in the third quarter of 2022.
Venn Growth Partners and BDC Capital acquired Monarch House, CBI Health Group’s network of interdisciplinary behavioural health centres focusing on serving children and youth diagnosed with autism spectrum disorder (ASD).
The transaction ensures that Monarch House remains a Canadian-owned private business.
Blake, Cassels & Graydon acted as legal advisor and EY LLP as financial advisor to Venn and BDC Capital while DLA Piper served as counsel to CBI Health.
Monarch House President Chelsea Ganam said, “We are excited to establish Monarch House as the leading network of ASD-focused behavioural health centres in Canada and to continue to drive positive outcomes.”
Monarch House COO Rachel Koffman added, “Our partnership with Venn and BDC Capital will allow us to grow our network via new site development, as well as select acquisitions, with a view to ultimately serving more families and communities across the country.”
“While provincial governments across Canada have expanded funding for children diagnosed with ASD, waitlists continue to grow and there is unmet demand for timely evidence-based supports,” said Jonathan McCarthy, Managing Partner, Venn Growth Partners. “Our goal is to work with all stakeholders to deliver value-based care and best-in-class services to ensure the children and youth we serve live their best lives.”
“Mental and behavioural health has taken on increasing importance in recent years and the COVID-19 pandemic has only served to highlight the number of children, youth, and families in need of services,” said Loren Rafeson, Partner, Growth Equity Partners at BDC Capital. “Early intervention is key to driving desired behavioural outcomes and we look forward to further developing a national network of centres from which to support the growing population of individuals diagnosed with ASD.”
“We are pleased that we were able to select and transition the business to an experienced ownership group and believe that Venn and BDC Capital are the right partners to drive Monarch House forward,” said Jon Hantho, President and CEO at CBI Health. “We are proud of the important services and impact of Monarch House and are grateful to an exceptional team that will carry it forward.”
Kruger Inc., a tissue products, paper, renewable energy, and alcohol company, agreed to acquire DKP Pulp ULC, owner and operator of Kamloops Mill, from Domtar Inc.
Based in British Columbia, Kamloops Mill produces Northern bleached softwood kraft pulp and unbleached softwood kraft for customers in North America and Asia.
McCarthy Tétrault LLP served as legal counsel to Kruger, with Scotiabank as financial advisor.
"We're very excited about the opportunities that will arise from this acquisition, not only for Kruger but also for the Kamloops Mill, B.C. wood fibre suppliers and the local community," said François D'Amours, Kruger Inc. Executive Vice President and Chief Operating Officer. "There is a natural fit between Kruger and the Kamloops Mill, which has an impressive track record in terms of performance, sustainability, health and safety, and employee engagement. Kruger has always maintained excellent relationships with its employees, customers, suppliers and communities and will make every effort to ensure a smooth and efficient transition, and to continue and strengthen these relationships."
The transaction is expected to be completed in the second quarter of 2022.
Ontario Teachers' Pension Plan signed investment deal of up to $1.3 billion in a new offshore wind developer, Corio Generation, launched by Australia's Macquarie Group Ltd.
The investment will fund the development of 14 fixed-bottom and floating wind farms in South Korea, Taiwan, Japan, Ireland and Britain, representing around 9 gigawatts of renewable energy capacity.
Chris Ireland, Ontario Teachers’ managing director for Greenfield Investments and Renewables, said in a press release that getting involved earlier along in the process “allows access to good projects” and the ability to “invest for the long term without being in competition with others.”
Ireland also added, “The economics of doing development can be more attractive than buying operating projects.”
