Baxter International Inc. (Baxter) completed on June 26, 2000, its US$380 million acquisition of North American Vaccine, Inc. (NAVA), which was carried out as a cross-border share exchange by way of a court-approved plan of arrangement. Under the arrangement, NAVA shareholders will receive US$6.73 per share, comprising US$6.70 in Baxter common stock and US$0.03 in cash.
Blake Cassels & Graydon LLP was retained as Canadian counsel to NAVA with a team that consisted of Frank Guarascio and Jillian Swartz (corporate), Leslie Morgan and Christian Van Loan (tax), Jeff Galway (litigation) and Craig Thorburn (competition and investment Canada). US counsel to NAVA was Kirkpatrick & Lockhart LLP. Kirkpatrick & Lockhart’s team included Thomas Cooney and Sean Hunt. Baxter International Inc. was represented by Brobeck Phleger & Harrison LLP with a team of lawyers that included Eric Simonson, Mark Horowitz and Bill Meyers. Tina Woodside at Smith Lyons acted as Canadian counsel to Baxter. Lavery de Billy of Montreal assisted with certain Quebec issues, including obtaining securities relief and the interim and final orders approving the arrangement. The Lavery team included John Mavridis, Jean-Yves Simard and Isabelle Lamarre.