On January 10, 2019, a consortium consisting of Air Canada, Toronto-Dominion Bank (“TD”), Canadian Imperial Bank of Commerce (“CIBC”) and Visa Canada Corp. (“Visa”) announced the successful closing of its purchase of Aimia Canada Inc., owner and operator of the Aeroplan Loyalty Business, from Aimia Inc. Air Canada also confirmed that Aeroplan Members’ Miles will be honoured on a one-to-one basis in Air Canada’s new loyalty program when it launches in 2020.
The aggregate purchase price for the acquisition consists of $450 million in cash plus $47 million in cash for pre-closing adjustments. The pre-closing adjustments relate to lower net liabilities assumed than projected. In addition, approximately $1.9 billion in liabilities were assumed by Air Canada as part of the Transaction.
Fasken Martineau DuMoulin LLP represented Air Canada with a team co-led by Claude Jodoin (Tax) and Neil Kravitz (M&A) that included Stephen Clark and Kathleen Butterfield (Financial Institutions, Commercial-Credit Card and Loyalty Negotiations and Agreements), Constantinos Ragas, Frédérique Tremblay and Janie Harbec (M&A), Paul Cabana, Taj Kudhail and Frédéric Barriault (Tax), Huy Do, John Pecman, Chris Margison and Jenna Ward (Competition and Regulatory), Samuel Rickett (Litigation) and Luc Béliveau (Insolvency). The team was also supported by others, including with respect to due diligence, Intellectual Property, Labour and Employment, Tax and Privacy.
Osler, Hoskin & Harcourt LLP acted for TD Bank with a team led by Kashif Zaman and consisting of Jeremy Fraiberg, Rosalind Hunter, Jeremy Wu (Corporate), Michelle Lally, Kaeleigh Kuzma (Competition), Adam Kardash (Privacy), Amanda Heale and Alan Kenigsberg (Tax).
McCarthy Tétrault LLP advised CIBC with a team led by David Woollcombe that included Matthew Kelleher and Saqib Butt (Business), Ana Badour (Financial Services), James Gage and Heather Meredith (Bankruptcy & Restructuring), Oliver Borgers, Debbie Salzberger and Nikiforos Iatrou (Competition), Caroline Zayid, William Black and Michael Rosenberg (Litigation), and Gabrielle Richards and Wendy Brousseau (Tax).
Miller Thomson LLP advised Visa Canada with respect to this acquisition with a team consisting of Jay Hoffman, Jeffrey Roode, Phil Long, Eric Kleine and Victoria de Luna (Corporate, M&A and Securities), Eric Dufour (Competition), Ron Choudhury and Andrew Etcovitch (Corporate Tax) and John Chapman (Litigation).
Norton Rose Fulbright Canada LLP acted as legal counsel to Aimia Inc. and Aimia Canada Inc. with a team that included Elliot Shapiro, Stephen Kelly, Amar Leclair-Ghosh, Peter Wiazowski, Andrea Brewer, Robert Percival, Meghan Stewart, Stephen Nattrass, Julia Godolphin and Carl Boulva. Stikeman Elliott LLP acted as legal counsel with respect to taxation matters to Aimia Inc. and Aimia Canada Inc. with a team that included Marie-Andrée Beaudry, Jean-Guillaume Shooner and Nicholas Blach.