Osler, Goodmans, Cassels among legal counsel this week
This week saw some of the biggest deals in the industry, including Alimentation Couche-Tard’s revised buyout offer for 7-Eleven’s owner valued at approximately $64.7 billion (US$47 billion), which is 20 percent higher than their previous bid. Among the legal counsel in this roundup are Osler, Goodmans, and Cassels.
Couche-Tard pushes for 7-Eleven takeover, raises offer 20 percent higher at $64.7 billion
Alimentation Couche-Tard, the Quebec-based convenience store giant behind Circle K, has raised its offer to acquire 7-Eleven Japanese operator Seven & i Holdings, in a deal valued at approximately $64.7 billion (US$47 billion), which is around 20 percent higher than their previous bid.
Seven & i Holdings has retained Nishimura & Asahi as the company’s legal counsel and Mitsubishi UFJ Morgan Stanley Securities Co. Ltd. as its financial advisor.
Couche-Tard has retained Goldman Sachs as a financial advisor but has not disclosed any external legal counsel.
With over 85,000 outlets worldwide, a quarter of which are in Japan, 7-Eleven is currently the world's biggest convenience store chain. The franchise was founded in the United States in the early 1900s but has been owned by Seven & i since 2005.
In September 2024, Seven & i rejected Couche-Tard’s $38.5 billion initial bid, citing that the proposal undervalued the company and could face regulatory hurdles.
Seven & i shares surged nearly 12 percent in the morning following reports of Alimentation Couche-Tard’s raised proposal and eventually closed at a 4.7 percent increase.
Seven & i said in a statement, “As requested by Alimentation Couche-Tard, the company has maintained, and intends to continue to maintain, the confidentiality of its current discussions.”
If the takeover pushes through, it is expected to be the biggest foreign buyout of a Japanese firm and Couche-Tard's largest-ever acquisition.
The deal is also estimated to increase Couche-Tard’s presence in the US and Canada to about 20,000 sites, creating a 100,000-strong global convenience store chain which is double of Couche-Tard’s current footprint.
Equinix forms $20.6 billion joint venture with GIC and CPP Investments
Equinix, Inc., a US-based digital infrastructure company, signed a joint venture (JV) agreement with GIC and Canada Pension Plan Investment Board (CPP Investments), targeting approximately $20.6 billion (US$15 billion) in capital.
Kirkland & Ellis LLP is serving as legal counsel to GIC and Latham & Watkins is serving as legal advisor to CPP Investments.
The JV aims to accelerate the growth of Equinix’s xScale data center portfolio, catering to the expanding needs of hyperscale and AI-driven companies. Marked as Equinix's first partnership with CPP Investments, this deal is intended to support the development of new xScale facilities across multiple sites in the US, eventually adding more than 1.5 gigawatts of capacity.
“As the world's leading companies build out their infrastructure to support key workloads such as artificial intelligence, they require the combination of large-scale data center footprints optimized for AI training and interconnection nodes for the most efficient inferencing,” said Equinix CEO and President Adaire Fox-Martin. “Our xScale and IBX offerings are uniquely positioned to address this business need, enabling companies to realize the powerful potential of AI.”
"We are proud to expand our years-long partnership with Equinix, addressing a massive and growing demand for digital infrastructure, driven by the rapid advancement of technology, including AI,” said GIC Real Estate Chief Investment Officer Goh Chin Kiong. “GIC's capital and scale, paired with Equinix's operational expertise, has driven meaningful value across our investments together. Through this joint venture, we look forward to providing the funding needed to develop state-of-the-art digital infrastructure across the U.S. alongside our likeminded partner, CPP Investments.”
“CPP Investments has invested in data centers for several years and we have developed strong expertise in this space,” said CPP Investments Global Head of Real Assets & Head of Europe Senior Managing Director Max Biagosch. “This investment will help meet the increasing demand for data centers driven by rapid technological advancements and marks a significant step forward in our broader data center strategy. We are pleased to partner with Equinix and GIC to deliver strong long-term risk-adjusted returns for the CPP Fund.”
The deal is expected to close in the fourth quarter of 2024, subject to regulatory approvals.
Canadian Natural Resources to acquire Chevron’s Alberta assets for $9 billion
Canadian Natural Resources Limited, has entered into an agreement to acquire from Chevron Canada Limited its 20 percent interest in the Athabasca Oil Sands Project (AOSP) and its 70 percent operated working interest of light crude oil and liquids-rich assets in the Duvernay play in Alberta in a deal valued at approximately $9 billion (US$6.5 billion).
Osler, Hoskin & Harcourt LLP is serving as legal counsel to Chevron Canada Limited with a team led by Simon Baines that included Janice Buckingham, Mike Proudfoot, Callan Kimber and Zeyad Aboudheir (Corporate), Kaeleigh Kuzma (Competition), Olivia Dixon and Julie Treleaven (Litigation), Brad Gilmour, Sander Duncanson and Niall Fink (Regulatory, Indigenous and Environmental), Sameena Sarangi (Financial Services), Shaun Parker and Catherine Hamill (Labour and Employment), Jon Marin (Pensions and Benefits) and Sam Ip and Alex Hodgson (Technology).
The agreement includes 20 percent of the Muskeg River and Jackpine mines, the Scotford Upgrader and the Quest Carbon Capture and Storage facility. Once completed, the deal will bring Canadian Natural’s total current working interest in AOSP to 90 percent.
“We have made significant progress in driving efficiencies at AOSP over the last 7 years since the original acquisition in May 2017,” said Canadian Natural Resources President Scott Stauth. “The light crude oil and liquids rich Duvernay assets fit well with our current operations in the area and will drive significant value from our area knowledge and significant experience in this type of resource play. Both acquisitions provide Canadian Natural with immediate free cash flow generation and further opportunities to drive long term shareholder value.”
Canadian Natural financed the deal with a fully committed $4 billion term loan provided by The Bank of Nova Scotia and the Royal Bank of Canada, supplemented by existing cash and bank facilities.
The deal is expected to close in the fourth quarter of 2024, subject to regulatory approvals and customary closing conditions.
Coeur Mining to acquire SilverCrest Metals in $2.3-billion deal
Coeur Mining, Inc. agreed to acquire SilverCrest Metals Inc. in a deal valued at approximately $2.3 billion (US$1.7 billion). The acquisition is expected to strengthen Coeur’s silver production capabilities by adding SilverCrest's Las Chispas mine in Sonora, Mexico, to Coeur's portfolio.
Goodmans LLP and Gibson, Dunn & Crutcher LLP are serving as Canadian and US legal counsel, respectively, to Coeur Mining, with BMO Capital Markets and Goldman Sachs as financial advisors.
Cassels Brock & Blackwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison are serving as Canadian and US legal counsel, respectively, to SilverCrest, with Cormark Securities, Raymond James, and Scotiabank as financial advisors.
“The acquisition of SilverCrest creates a leading global silver company by adding low-cost silver and gold production and significant free cash flow to our rapidly growing production and cash flow driven by the recent expansion of our Rochester silver and gold mine in Nevada,” said Coeur Chairman, President, and CEO Mitchell J. Krebs. “Together with SilverCrest’s large and growing cash balance and no debt, our balance sheet is expected to be materially strengthened on day one. This immediate deleveraging, along with the significant combined expected free cash flow, will allow for rapid debt repayment and investment in other organic growth opportunities while offering shareholders an unparalleled re-rating opportunity. With over 15 years of experience operating our Palmarejo underground silver and gold operation next door in Chihuahua, we look forward to adding the high-quality Las Chispas mine to create a leading global silver company at a time when the demand for silver in renewable energy and a wide range of electrification end uses is rapidly rising.”
“I’m exceptionally proud of what the SilverCrest team has accomplished over the past nine years taking Las Chispas from discovery to production and creating one of the world’s premier silver operations,” said SilverCrest CEO and Director N. Eric Fier, “Our operational consistency since declaring commercial production in late 2022 is a testament not only to the asset quality, but also our outstanding team and strong stakeholder relationships. I feel confident that the Coeur team will extend this track record of success at Las Chispas and believe this transaction is the best opportunity for shareholders to not only receive an immediate premium, but also have the opportunity to become meaningful owners of a growing, multi-asset, U.S.-based, NYSE-listed silver and gold company with tremendous upside potential.”
Upon deal completion, Coeur shareholders will own 63 percent of the combined company, while SilverCrest shareholders will own 37 percent.
The deal is expected to close in the first quarter of 2025, subject to shareholder, court, and regulatory approvals.
