Torys, Osler, Blakes, Latham & Watkins, O’Melveny grab the spotlight in this week’s deals roundup
Deal: CPP Investments to sell stake in Dorna Sports to Liberty Media
Value: $1.9 billion
The company that made Formula One auto racing a global success is set to buy CPP Investments’ shares in the organizer of the world’s biggest motorcycle races in a deal valued at $1.9 billion. The law firms involved in this week’s deals roundup include Torys, Osler, Blakes, Latham & Watkins, and O’Melveny.
Canada Pension Plan Investment Board (CPP Investments) has agreed to sell its 39 percent stake in Dorna Sports to Liberty Media Corp. in a deal valued at $1.9 billion.
Dorna Sports is the Spanish company that holds the rights to MotoGP, the world’s biggest motorcycle racing league.
Credited as the company that made Formula One auto racing a global success, Liberty Media will also acquire the Dorna Sports shares owned by British private equity group Bridgepoint Group PLC, for a total ownership stake of 86 percent. The remaining 14 percent will be retained by the MotoGP management.
CPP Investments will receive 75 percent of the proceeds in cash, with the rest in Series C Liberty Formula One tracking stock.
Latham & Watkins is serving as legal counsel to CPP Investments and Bridgepoint with a team led by London corporate partner David Walker, and associates Michael Houlder and Oscar Phillipson. O’Melveny & Myers, led by C. Brophy Christensen, is advising Liberty Media.
“Since our first investment in Dorna in 2013, the Company has expanded the scale, scope and fanbase of motorcycle racing globally. Our partnership with the Dorna management team and Bridgepoint over more than a decade has delivered excellent returns for the CPP fund,” said Hafiz Lalani, Managing Director, Global Head of Direct Private Equity, CPP Investments. “As a coordinated ownership group, we have supported and focused the growth of the business globally, as well as helped steward it through a challenging period of time during the global pandemic. We are confident the business will now further benefit from the new ownership of Liberty Media.”
The deal is expected to be completed by the end of 2024, subject to customary conditions and regulatory approvals.
Indigo Books & Music Inc., a prominent Canadian book and lifestyle retailer, has finalized an agreement for Trilogy Investments L.P. (TILP) and Trilogy Retail Holdings Inc. (TRHI) to acquire all outstanding shares not already owned by Trilogy.
A special committee of independent directors (the “Special Committee”) was established to evaluate the proposal and make recommendations to the Board.
Blake, Cassels & Graydon LLP, led by Taylor Dickinson, is acting as legal counsel to the Special Committee. BMO has been retained by the Special Committee as an independent valuator and financial advisor.
Torys LLP is acting as legal counsel to Indigo with a team that includes John Emanoilidis, Adam Armstrong, and Kendall Grant.
Osler, Hoskin & Harcourt LLP is acting as legal counsel to Trilogy with a team led by Manny Pressman.
The transaction, valued at $2.50 per share in cash, reflects a significant premium of 69 percent over Indigo’s previous closing price. The decision follows negotiations spurred by Trilogy's initial proposal earlier in February.
Markus Dohle, Chair of the Indigo Board and Chair of the Special Committee, said, "Following careful consideration of a wide variety of factors and negotiations with Trilogy that resulted in a material increase to the price first offered to minority shareholders of Indigo, the Special Committee has determined that the Transaction is in the best interests of Indigo and its minority shareholders."
The deal is set to undergo shareholder voting in May 2024, with expectations for closure by June 2024, leading to Indigo's delisting from the Toronto Stock Exchange.
Cenovus Energy, a Calgary-based integrated oil and natural gas company, has announced a $1.5 billion investment in its Ohio refineries, including Lima and Oregon, according to a local media report on April 10, 2024.
Aside from Canada, Cenovus also has locations in the United States and the Asia Pacific region. Cenovus is also the largest refiner in the state of Ohio.
Cenovus’s Toledo refinery in Oregon, Ohio has a processing capacity of up to 160,000 barrels per day (bpd), according to the company’s website. The Lima refinery has a refining capacity of 183,000 bpd, per the U.S. Energy Information Administration.
“The Lima Refinery continues to be a key asset for Cenovus, and these investments include funding for training and modernizing equipment at the facility,” said Dean Hempfling, Cenovus’s Lima Refinery general manager. “As our presence in Ohio increases, Cenovus remains committed to Lima as a responsible operator, lead employer and community partner.”
