Osler, Cassels, Goodmans, Fasken, Torys, Norton Rose Fulbright legal counsel this week
Osler, Cassels, Goodmans, Fasken, Torys, and Norton Rose Fulbright Canada assist as legal counsel in this week’s roundup, including General Motor’s commitment to invest $625 million for the Thacker Pass lithium development in a joint venture deal with Lithium Americas.
Lithium Americas shares surged 26 percent on October 16 after announcing a joint venture with General Motors (GM), where GM will invest $625 million, acquiring a 38 percent stake in the Thacker Pass lithium project, including $430 million in cash for Phase 1 construction.
Osler, Hoskin & Harcourt and Mayer Brown are serving as legal counsel to GM and Morgan Stanley & Co. LLC is acting as GM’s financial advisor.
Cassels Brock & Blackwell and Vinson & Elkins are serving as legal counsel to Lithium Americas and Goldman Sachs & Co. LLC and Evercore Group L.L.C. are acting as financial advisors.
The joint venture was established to fund, develop, construct, and operate Thacker Pass mine site in Nevada, which hosts the largest Measured and Indicated lithium resource in North America. As part of the agreement, Lithium Americas will own the remaining 62 percent interest in Thacker Pass.
“Our relationship with GM has been significantly strengthened with this joint venture as we continue to pursue a mutual goal to develop a robust domestic lithium supply chain by advancing the development of Thacker Pass,” said Lithium Americas President and CEO Jonathan Evans. “Today’s joint venture announcement is a win-win for GM and Lithium Americas. GM’s JV Investment demonstrates their continued support and helps us to unlock the previously announced $2.3 billion DOE Loan. We will be working closely with GM to advance towards the final investment decision, which we are targeting by the end of the year.”
“We’re pleased with the significant progress Lithium Americas is making to help GM achieve our goal to develop a resilient EV material supply chain,” said GM Global Purchasing and Supply Chain SVP Jeff Morrison. “Sourcing critical EV raw materials, like lithium, from suppliers in the U.S., is expected to help us manage battery cell costs, deliver value to our customers and investors, and create jobs.”
Dye & Durham Limited, a leading provider of cloud-based legal technology, has entered into a cooperation agreement with Blacksheep Fund Management Ltd., a renowned software development firm specializing in automation solutions for legal services. This strategic partnership aims to enhance the efficiency of legal processes by integrating Dye & Durham's platform with Blacksheep's advanced automation tools.
Goodmans LLP and Groia & Company served as legal counsel to Dye & Durham, with Goldman Sachs as the financial advisor and Gagnier Communications LLC and Sovereign Advisory Inc. as the strategic communications advisors.
Fasken Martineau DuMoulin LLP served as the legal counsel to Blacksheep.
“Dye & Durham has successfully transformed the global legal technology industry, led the disruption of a disjointed customer experience for legal and business professionals, and delivered significant compounded annual growth since its IPO,” said Dye & Durham CEO Matt Proud. “We look forward to continuing to work collaboratively with Blacksheep and our other constructive stakeholders to execute on our strategy and drive value across our business.”
"We believe Dye & Durham has built an incredible business, with a unique long term value creation opportunity,” said Blacksheep Chief Investment Officer Alex Fortune. “We are excited to be part of Dye & Durham's future.”
Under the Cooperation Agreement, Blacksheep will have the right to appoint one individual to Dye & Durham’s board of directors, effective immediately upon designation. As part of the agreement, Blacksheep gains certain nomination rights and has committed to customary standstill, voting support, and other standard conditions. Additionally, both parties have agreed to jointly identify a new independent director nominee for the board. The independent nominee is expected to bring expertise in areas such as information services, SaaS, legal and financial services, capital allocation, and operational experience.
ZoomerMedia Limited has entered into a definitive agreement with Moses Znaimer and a group of shareholders to privatize the company. The deal involves acquiring all outstanding shares not already owned by the shareholder group through a statutory plan of arrangement under the Canada Business Corporations Act. The offer price of $0.08 per share represents a 167 percent premium over the closing share price on October 10, 2024.
Funding for the acquisition of the minority shares by the shareholder group will be provided by one or more affiliates or related parties of Fairfax Holdings Limited and a company controlled by ZoomerMedia COO Omri Tintpulver.
Chitiz Pathak LLP (CP LLP) is serving as legal counsel to ZoomerMedia. Dickinson Wright LLP is acting as legal counsel to ZoomerMedia Special Committee, with Cormark Securities Inc. as the financial advisor and fairness opinion provider.
Torys LLP is serving as legal counsel to Fairfax with a team that includes David Chaikof, Janan Paskaran and Jennifer Marshall (corporate/M&A), Andrew Gray (litigation), John Tobin and Benjamin Mann (tax).
The deal is expected to be completed in December 2024, subject to court approval and other customary closing conditions.
Stewart Wilkinson has acquired substantially all assets of Taiga Motors Corporation and its subsidiaries as part of proceedings under the Companies’ Creditors Arrangement Act (CCAA). The Superior Court of Québec approved the acquisition, positioning Taiga to benefit from Wilkinson’s global marine electrification brands, including Vita, Evoy, and Aqua superPower.
The financial terms of the transaction were not disclosed, but the purchaser assumed Taiga’s debt to Export Development Canada and committed to providing additional working capital.
Norton Rose Fulbright Canada LLP served as legal counsel to Taiga, Lavery, de Billy, L.L.P. represented Stewart Wilkinson, and Fasken Martineau Dumoulin advised the court-appointed monitor Deloitte Restructuring Inc.
“We founded Taiga with the mission to make sustainable recreation accessible to everyone," said Taiga CEO and co-founder Samuel Bruneau. “Over the past years, we developed and built what no other manufacturer was willing or able to achieve - the foundational technology required to drive mass market adoption. This business combination now gives us the scale and resources needed to deliver on our vision. By combining Taiga's technology and mass production expertise with the group’s leading position in marine electrification, we will achieve greater economies of scale to deliver high-performance products at compelling prices to accelerate the electric transition.”
“We are excited to support the evolution of Taiga,” said Stewart Wilkinson. “Sam and his team have built great products and technology in challenging financial markets. The world urgently needs low carbon solutions for all forms of mobility. This transaction will allow us to continue building the best technology, team and products to propel the industry forward.”
