Total E&P Canada Acquires UTS Energy for Approximately $1.5B

On October 1, 2010, Total E&P Canada Ltd., a wholly owned subsidiary of Total S.A., acquired UTS Energy Corporation, an Alberta-based oil sands exploration and development company, for purchase price consideration of approximately $1.5 billion.

In addition to cash consideration of $3.08 for each UTS share held, the shareholders of UTS received 0.1 of a share of SilverBirch Energy Corporation, a company formed pursuant to the transaction through the spin-out of certain UTS assets.

Total's in-house team was led by Jonathan Marsh, and included Olivier Insolubile of Total S.A. as well as Deidre Derworiz of Total E&P Canada Ltd. Total was represented by Goodmans LLP with a team that included Stephen Halperin, Mark Spiro and Daniel Jeon (corporate/M&A/securities); Richard Annan (competition/antitrust); Joel Schachter (foreign investment) and Carrie Smit and Jon Northup (tax).

UTS was led by its in-house counsel Jina Abells Morissette and was represented by Blake, Cassels & Graydon LLP with a team that was led by Ron Deyholos and Pat Finnerty and included Ross Bentley, Jacquie Moore, Dana Hnatiuk, Jennifer Marshall and Richard Maclean (corporate/M&A/securities); Mungo Hardwicke-Brown, Jana Prete and Kevin Kerr (energy); Navin Joneja and Gregory Hilton-Sullivan (competition/antitrust/foreign investment); Sean Maxwell (pension and employee benefits); Max Brunette (employment and labour); and Paul Logan (real estate) and by Craig Maurice of Macleod Dixon LLP as tax counsel. UTS was represented in the US by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team consisting of Andrew Foley, David Mayo, Lee Hepner and Alexis Fink.


Paul Logan Pat C. Finnerty Joel S. Schachter Jennifer Marshall Kevin Kerr Ronald A. Deyholos Stephen H. Halperin Dana Hnatiuk Mark Spiro Mungo Hardwicke-Brown Craig A. Maurice Andrew J. Foley Gregory J.M.D. Hilton-Sullivan Jana Prete Jon Northup Sean L. Maxwell Navin Joneja Daniel S. Jeon Maxwell Brunette Richard Maclean Ross Bentley Carrie B.E. Smit Deidre Derworiz Jacqueline S. Moore Jina D. Abells Morissette Richard Annan


Goodmans LLP Blake, Cassels & Graydon LLP Norton Rose Fulbright Canada LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP