Yellow Pages Group Completes $760M Acquisition of Classified Media (Canada) Holdings from Trader Classified Media International Holdings

On June 8, 2006, Yellow Pages Group completed its acquisition of all issued and outstanding shares of Classified Media (Canada) Holdings Inc. from Trader Classified Media International Holdings B.V. for a total purchase price of $760 million paid in cash. Classified Media (Canada) Holdings Inc. is a leading publisher of classified publications and related websites in all Canadian provinces except Ontario and is also present to a limited extent in the United States in Tennessee, Indiana and Kentucky.
Concurrent with the signing of the share purchase agreement, Yellow Pages Income Fund and YPG Holdings Inc. filed a short-form base shelf prospectus with respect to the sale of units, subscription receipts, debt securities and medium-term notes in an aggregate amount not to exceed $1.5 billion. The team of dealers consists of BMO Nesbitt Burns Inc., CIBC World Markets Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc., and also includes Blackmont Capital Inc., Canaccord Capital Corporation, Casgrain & Company Limited, Desjardins Securities Inc., Dundee Securities Corporation, Genuity Capital Markets G.P., UBS Securities Canada Inc. and Westwind Partners Inc. Net proceeds resulting from the issue of securities will be used to repay indebtedness and for general corporate purposes, including in connection with acquisitions and investments.
New syndicated credit facilities totalling $600 million were also made available to YPG Holdings Inc. in connection with the acquisition. The lead arranger and sole book runner was Scotia Capital and the co-arrangers were BMO Nesbitt Burns, RBC Capital Markets, CIBC World Markets and National Bank Financial. Royal Bank of Canada acted as administrative agent, The Bank of Nova Scotia, Bank of Montreal and Canadian Imperial Bank of Commerce acted as co-syndication agents and National Bank of Canada and TD Securities acted as co-documentation agents.
Trader Classified Media International Holdings B.V. and Classified Media (Canada) Holdings Inc. were represented by a team led by Elizabeth Pauchet, general counsel of Trader Classified Media International Holdings B.V. McCarthy Tétrault LLP represented Trader Classified Media International Holdings B.V. and Classified Media (Canada) Holdings Inc. with a team comprised of Stephen D.A. Clark, Ian Arellano, Andrew Armstrong and Sandy Gill (M&A); Jerald Wortsman and Patrick McCay (tax); Oliver Borgers (competition); Danielle Bush (intellectual property); Alfred Macchione (technology) and Trevor Lawson (employment). F. George Davitt, Michael Sutton, Kate Long and Catherine Purdon of Goodwin Procter LLP also acted as counsel to Trader Classified Media International Holdings B.V. and Classified Media (Canada) Holdings Inc. in connection with United States legal matters. Tom Mitchell of Baker & McKenzie represented Trader Classified Media International Holdings B.V. in connection with Dutch legal matters.
Yellow Pages Group was represented by a team led by François Ramsay, vice-president, general counsel and secretary of Yellow Pages Group, and Martin Joyal, director, legal affairs and assistant secretary of Yellow Pages Group and Corinne Pothier, legal counsel. Stikeman Elliott LLP represented Yellow Pages Group with a team comprised of André Roy, Jean Marc Huot, Steeve Robitaille, Robert Carelli, Nicolas Vanasse and Hélène Belzile (securities); Nicolas Beugnot, Michael Szlamkowicz, Christopher Dye and Jean-François Laroche (M&A); Robert Hogan, Frederic Harvey and Christian Meighen (tax); Jean Lamothe, Caroline Boutin, Sylvia Avedis, Jill Lankin and Jennifer Legge (banking); Martin Langlois (intellectual property); Eveline Poirier, Antonietta Marro and Diana Theophilopoulos (employment); Michel Legendre (pension & benefits) and Jean Carrier and Myriam Fortin (environment).
Brian Facey, Julie Soloway and Micah Wood of Blake, Cassels and Graydon LLP represented Yellow Pages Group in connection with competition law matters. Donald MacOdrum and Alison Hayman of Lang Michener LLP represented Yellow Pages Group in connection with intellectual property law matters. Hendrik van Druten and Lucinda Schuurman of Loyens & Loeff N.V. represented Yellow Pages Group in connection with certain corporate law matters. Charles Reagh of Stewart McKelvey and J. Douglas Sigurdson of Aikins, MacAulay & Thorvaldson LLP also represented Yellow Pages Group in connection with certain banking law matters.
The dealers and the banking syndicate were represented by Fasken Martineau DuMoulin LLP, with a team that included Robert Paré, Peter Villani, Gilles Leclerc, Daniel Yelin, Catherine Isabelle and Valérie Marchand (corporate/securities); Brian Wright and Thomas Meagher (banking) and Thomas Copeland (tax).
Gammon Lake Resources and Mexgold Resources Complete $1.8B Business Combination
Gammon Lake Resources Inc. and Mexgold Resources Inc. completed a business combination on August 9, 2006, whereby Gammon Lake acquired all of the issued and outstanding common shares of Mexgold not previously owned by Gammon Lake in a plan of arrangement valuing Mexgold at $451 million. As a result of this arrangement, Mexgold is now a wholly owned subsidiary of Gammon Lake. This transaction creates an intermediate gold-silver mining company with a fully diluted market capitalization of more than $1.8 billion.
Gammon Lake was advised by Fasken Martineau DuMoulin LLP with a team led by John Turner (mining and securities) and including Greg Ho Yuen, Bozidar Crnatovic and Krisztian Toth (mining and securities); Sam Rickett (advocacy) and Bill Bies and Mitchell Thaw (tax).
The special committee of the board of directors of Mexgold was advised by Cassels Brock & Blackwell LLP with a team led by Mark Bennett (mining and securities) and including Patrick Gleeson (mining and securities); Leigh-Ann McGowan (securities); Chris Norton (tax); Chris Hersh (competition) and Robert Cohen (advocacy).


Oliver J. Borgers Robert Carelli François D. Ramsay Christopher Hersh Myriam Fortin Jennifer G. Legge Hélène Belzile Frédéric Harvey John S.M. Turner Martin Joyal Jean Marc Huot Michael Szlamkowicz Nicolas Vanasse William J. Bies Micah Wood Krisztián Tóth Danielle M. Bush Samuel R. Rickett Christopher Dye Diana Theophilopoulos Sandy Gill Jerald M. Wortsman Stephen D.A. Clark Michel Legendre Gilles Leclerc Daniel Yelin Robert B. Cohen Thomas M. Meagher Jean G. Lamothe Alison Hayman Jean Carrier Brian A. Facey Leigh-Ann McGowan Christopher B. Norton Charles S. Reagh Alfred A. Macchione Catherine Isabelle Catherine Purdon Antonietta Marro Thomas W. Copeland Jean-François Laroche J. Douglas Sigurdson Christian Meighen Donald H. MacOdrum Brian G. Wright Martin Langlois Mark T. Bennett Eveline Poirier Sylvia Avedis André J. Roy Peter Villani Caroline Boutin Bozidar Crnatovic Mitchell L. Thaw Julie A. Soloway Nicolas J. Beugnot Ian W. Arellano Steeve Robitaille Gregory Ho Yuen Jill Lankin