Morneau Shepell Inc. (TSX: MSI) (Morneau Shepell or the Company) acquired all of the outstanding shares of LifeWorks Corporation Ltd. (LifeWorks) for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares.
In conjunction with the acquisition, Morneau Shepell completed a bought deal offering of 8,701,000 common shares of the Company (Common Shares), which included the exercise in full of the over-allotment option of 791,000 Common Shares, for total gross proceeds of $231,011,550, which proceeds were used to fund a portion of the purchase price payable in the acquisition. The Common Shares have been issued in lieu of subscription receipts as a result of the closing of the acquisition occurring contemporaneously with the closing of the offering.
The offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. Pursuant to the acquisition, the Company also issued 1,194,847 Common Shares to LifeWorks executives. The balance of the acquisition was financed pursuant to an amended and restated credit facility (the Amended and Restated Credit Facility) arranged by National Bank Financial Inc. and underwritten by National Bank of Canada. The Amended and Restated Credit Facility amends and restates the Company's pre-existing $300 million four-year credit facility and provides a $500 million five-year revolving credit facility.
Morneau Shepell is a leading provider of employee and family assistance programs, the largest administrator of retirement and benefits plans and the largest provider of integrated absence management solutions in Canada. With more than 4,000 employees in offices across North America, Morneau Shepell provides services to organizations across Canada, in the United States and around the globe.
LifeWorks is an employee well-being business which combines employee assistance, wellness, recognition and incentive programs in the United States, Canada, Australia and the United Kingdom. Formed in 2016 as a result of a joint venture between Work Angel Technology Limited and Ceridian HCM Holding Inc., LifeWorks serves over 4,200 employers across 57 industries. LifeWorks employs a workforce of more than 500 people, and has access to a worldwide network of 24,000 qualified counsellors, certified coaches and specialized professionals across a variety of disciplines.
Morneau Shepell was represented in-house by Susan Marsh, General Counsel and Corporate Secretary and James van Wyck, Legal Counsel, and externally by Seyfarth Shaw LLP in connection with the acquisition with a team that included Suzie Saxman, Veronica DiCamillo, Aaron Gillett, Stephen Gallagher, Rob Hanley (corporate/M&A) and a team of subject matter experts; and by Goodmans LLP in connection with the offering and debt financing with a team that included Tim Heeney, Brenda Gosselin and Julian Di Bartolomeo (corporate/securities), Jeffrey Citron and Christopher Payne (banking) and Ken Saddington (tax).
LifeWorks was represented in-house by Steven Reeves, General Counsel, and externally in connection with the acquisition by Weil, Gotshal & Manges LLP with a team that included Shayla Harlev, Matthew Goulding, Emily Willey and Joe Ferrari (corporate), Marc Silberberg and Alex Farr (tax), Michael Nissan, Amy Rubin, Jennifer Britz and Daphney Francois (executive compensation & benefits), Samantha McGonigle and Max Oppenheimer (UK corporate), and Oliver Walker and Ellie Marques (UK tax); and by Taylor Wessing LLP in the UK with a team that included Mike Turner, David Bates and Alexandra Richardson (corporate), Ann Casey (employee incentives) and Joe Aiston (employment); and by Goodmans LLP in Canada with a team that included Jon Feldman, Brad Ross and Jamie van Diepen (corporate/M&A), Carrie Smit and Michael Royal (tax), Susan Garvie (employment) and Amalia Berg (IP).