Deals this week include Fasken advising two connected acquisitions for $1.42 billion
The month opened with Goodmans LLP assisting in two separate M&A deals, serving as counsel to French manufacturer Latécoère in its $41 million acquisition of aerostructures supplier Avcorp Industries Inc. – with Kirkland & Ellis LLP as U.S. counsel to Latécoère and McMillan LLP as legal advisor to Avcorp – and assisting U.S.-based Bonaccord Capital Partners in its acquisition of Penfund Management Limited minority stake.
Airframe structures supplier Avcorp Industries Inc. agreed to a $41-million acquisition by French aircraft manufacturer Latécoère.
Goodmans LLP and Kirkland & Ellis LLP acted as legal counsels to Latécoère, and RBC Capital Markets as financial advisor.
McMillan LLP acted as legal counsel to Avcorp and Fort Capital Partners as financial advisor to the Special Committee of Avcorp.
Latécoère CEO Thierry Mootz said, “In 2021 Latécoère has actively participated in aerospace market consolidation, which continues into 2022 with the acquisition of Avcorp. Avcorp is an excellent business with a track record of delivering first class performance. Its successful management team share our approach and vision for the enlarged business. The two businesses have complementary client bases, geographical strengths and service offerings. There are exciting opportunities to combine Avcorp's expertise in defence and strong presence in North America with Latécoère’s end-to-end technical capabilities and global footprint. Thanks to this new acquisition the Group is well positioned to serve the aerospace industry with innovative solutions for a sustainable world and on track to deliver its Ambition 2025 growth plan. On the top of rescaling the Group, it will reposition the company on profitable growing segments.”
Avcorp CEO Amandeep Kaler said: “This transaction represents the culmination of an extended strategic review through a very challenging business environment to find a partner with the financial strength and expanded customer base to build upon Avcorp’s developed expertise in composite aerostructure assembly and integration. Along with an attractive premium to the weighted average share price, the transaction provides a liquidity event for all of our shareholders. In addition, Avcorp’s stakeholders will benefit from the enhanced financial position, broader customer base and improved competitive position resulting from the integration with a Tier 1 international partner.”
The transaction is expected to close during the third quarter of 2022.
Penfund Management Limited, provider of junior capital to middle market companies throughout North America, sold a minority interest to U.S.-based private equity firm Bonaccord Capital Partners.
Stikeman Elliott LLP and Kirkland & Ellis LLP served as legal counsel to Penfund, Colchester Partners served as financial advisor, and KPMG provided Penfund with tax and structuring advice.
Goodmans LLP and Fried Frank served as legal counsel to Bonaccord.
Richard Bradlow, Partner at Penfund, said, "Bonaccord’s investment is an important milestone in the ongoing development of Penfund’s business. After careful evaluation of potential strategic partnership opportunities, we concluded that the Bonaccord team is well aligned with our long-term strategic vision and possesses the resources and skill set to help us to execute our plans. We look forward to a long and productive partnership.”
Ajay Chitkara, Managing Partner at Bonaccord, added, "We are thrilled to have the opportunity to form this partnership with Penfund and to support its continued growth. The Penfund team has demonstrated exceptional credit investment capabilities through a long track record of strong performance and remarkably low losses. We believe they have built a sustainable and scalable business that is positioned for further success in the debt capital markets."
Sandstorm Gold Ltd. signed two connected acquisitions of Nomad Royalty Company Ltd. and BaseCore Metals LP worth a total of $1.42 billion.
Fasken Martineau DuMoulin served as legal advisor and National Bank Financial acted as financial advisor to Nomad and the Special Committee.
Sandstorm Gold will purchase Nomad Royalty Company Ltd. for $755 million. This transaction is expected to close in the second half of 2022.
Concurrent with the first deal is the acquisition of BaseCore Metals LP for $670 million, with $542 million in cash and $128 million in shares. This deal is expected to close in four to six weeks.
Nomad CEO Vincent Metcalfe said, "Nomad has executed and delivered on its commitment to create value for our shareholders through our disciplined transaction-driven strategy. Today's transaction builds on our vision to create a pure-play, highly diversified, cash-flow focused royalty & streaming company with peer-leading growth. Catalyzing the creation of the next large royalty company has always been our objective."
Sandstorm President and CEO Nolan Watson said, "Today's announcement propels Sandstorm forward in both size and scale while solidifying Sandstorm's position amongst its peers as the highest-growth streaming and royalty company. We see tremendous value in Nomad's high-growth precious metals focused portfolio and in the combined portfolio."
Solar-powered LEDs manufacturer Carmanah Technologies Corporation and pedestrian technology supplier Polara Enterprises will merge to create the traffic and pedestrian safety intelligent transport systems (ITS) platform of U.S.-based private equity firm Vance Street Capital.
Borden Ladner Gervais LLP served as legal advisor to Carmanah while Fort Capital Partners served as financial advisor.
Harris Williams and Paul Hastings LLP acted as financial and legal advisors, respectively, to Vance Street Capital and Polara.
Debt financing for the transaction was provided by Barings' Global Private Credit.
"This is an exciting day for Carmanah as we enter a new chapter," said Geoff Wilcox, President and CEO of Carmanah. "Vance Street's commitment to developing a traffic and pedestrian safety ITS platform aligns with our confidence in the growth of the pedestrian and driver safety market. It kickstarts a new and exciting phase for us that will propel greater opportunities and development of our critical safety products."
"We are excited to be partnering with the Carmanah team to support their next phase of growth in pedestrian and traffic safety," said Steve Sandbo, Partner at Vance Street. "The formation of this platform with Polara and Carmanah is a great example of Vance Street's strategy of supporting best-in-class management teams through investment to accelerate their technology and product innovation to provide best in class solution offerings for critical safety applications."
Deveron Corp., an agriculture technology company, announced the acquisition of 67 percent stake in A&L Canada Laboratories East, Inc. for $54.6 million in cash and $9.57 million in Deveron common shares.
Deveron has an option to purchase the remaining 33 percent of the soil and tissue laboratories after the three-year anniversary of the deal conclusion.
TD Securities and Irwin Lowy served as financial advisor and legal advisor to Deveron, respectively.
“This acquisition is transformational for Deveron. Combining Deveron and A&L establishes one of the only fully vertically integrated agriculture data companies in the market. This also aligns with our vision to be North America’s leader in lab and agronomist services,” stated David MacMillan, Deveron’s President, and CEO.
“A&L was founded under the principle that farmers want the best information so that they can make the best decisions on their farms,” said Greg Patterson, A&L founder, president, and CEO. “Over the last 35 years, we have built an advice and analytical recommendation company that focuses on good agricultural practices, backed by unbiased data, that promotes sustainable and ecological farming. Combining our long-track record of success in Canada and our three-year partnership with Deveron into a more formal business combination will only continue to bring more value to our customers, while also opening the door to distributing our product offerings through Deveron’s growing US customer base.”
Greg Patterson is expected to continue as President, CEO and director of A&L. He is also set to be appointed in Deveron’s Board of Directors.
Shopify signed an agreement to purchase U.S.-based fulfillment technology provider Deliverr for $2.1 billion, the largest M&A deal in Shopify’s history
The acquisition payment consists of approximately 80 percent in cash and 20 percent in Shopify shares.
"Our goal is to not only level the playing field for independent businesses, but tilt it in their favor—turning their size and agility into their superpower,” said Tobi Lütke, founder and CEO of Shopify. “Together with Deliverr, Shopify Fulfillment Network will give millions of growing businesses access to a simple, powerful logistics platform that will allow them to make their customers happy over and over again.”
“Our technology and expertise in inventory management, inventory placement, and demand chain combines perfectly with Shopify’s roadmap, enabling us to now build an end-to-end logistics platform together,” said Harish Abbott, co-founder and CEO of Deliverr. “Shopify has been building the future of merchant-first fulfillment solutions, and our team has a track record of helping businesses of all sizes streamline their operations. We’re excited to join Shopify in their mission to make commerce better for everyone while democratizing shipping and fulfillment for independent entrepreneurs.”
Linamar Corporation announced its acquisition of 100 percent of the Salford group of companies, supplier of crop nutrition application and tillage products, for $260 million.
"This is an exciting and important acquisition for Linamar," said Linda Hasenfratz, Linamar's Executive Chair and CEO. "Salford has a strong portfolio of differentiated products in the crop nutrition application and tillage segments. These are areas we had identified in our agriculture growth strategy as highly attractive segments for future product diversification."
"We are very excited to join the Linamar family," said Geof Gray, President of Salford Group. "Linamar and MacDon both have excellent reputations in the industry and we believe the combination of our resources, our respective brand strengths and distribution networks will enable Salford to compete and innovate at a higher level with greater market coverage, delivering even more value to dealers and farmers."
The transaction is expected to close in the second quarter of 2022.
