On May 1, 2017, all of the issued and outstanding common shares of Halogen Software Inc. (“Halogen”) were acquired by Saba Software Inc. (“Saba”), Vector Capital and its affiliates (“Vector”), and Michael Slaunwhite, Halogen’s founder, executive chairman and largest shareholder. The acquisition was completed by a plan of arrangement under the Business Corporations Act (Ontario).
Stikeman Elliott LLP acted as counsel to Vector and Saba with a team comprised of John Ciardullo, J.R. Laffin, Omar Soliman and Christian Brands (M&A), Dean Kraus and Éric Lévesque (tax), Justin Parappally and Slavica Stojimirovic (banking), Shawn Smith (technology), Alex Rose (litigation), Michael Kilby (competition), Ryan Sheahan (IP), Kathleen Chevalier (employment), and Natasha VandenHoven and Aiden Talai (benefits).
Paul Hastings LLP acted as US M&A counsel to Vector and Saba with a team comprised of Steve Camahort, Dana Kromm, Yoav Simchoni and Jonathan Williams (M&A), Ziemowit Smulkowski and Noah Metz (tax), Daniel Stellenberg and M’Alyssa Mecenas (employment), Laura Yip and Annie Su (IP), Andrew Erber (privacy/data security), Hart Holden (competition), and Scott Flicker and Lauren Greenbacker (export control).
Shearman & Sterling LLP acted as US financing counsel to Vector and Saba with a team comprised of Gus Atiyah, Nathan Wood and Frank Oliver.
Osler, Hoskin & Harcourt LLP acted as counsel to Halogen with a team comprised of Ed Vandenberg, Doug Bryce and Natasha Gould (corporate), Alain Fournier (tax), Shuli Rodal (competition) and Raphael Eghan (litigation).
Blake, Cassels & Graydon LLP acted as counsel to Michael Slaunwhite with a team comprised of Michael Gans, Richard Turner, Hugh Goodday and Kendall Grant (M&A) and Paul Stepak (tax).
Bennett Jones LLP acted as counsel to the special committee of the board of directors of Halogen with a team comprised of Barry Reiter, Jonathan Ip, Jesslyn Maurier and Christopher Travascio (corporate governance and M&A) and Joseph Blinick (litigation).
Torys LLP acted as Canadian counsel to the lenders with a team comprised of Adam Delean and Adrienne Love (lending), and John Emanoilidis and Jamie Becker (corporate/M&A).