Andrew D. Gray
Andrew D. Gray
Partner at Torys LLP
(416) 865-7630
(416) 865-7380
79 Wellington St W, Suite 3000, Box 270, TD Ctr, Toronto, ON
Year called to bar: 2002 (ON)
Practice involves corporate and securities litigation and CCAA matters. Focus on poison pill, contested transaction matters, proxy fights, governance issues and internal investigations, disputes and finance transactions, as well as oppression proceedings. Advises on regulatory investigations and proceedings; securities class actions on behalf of issuers, underwriters, directors, officers, income fund trustees and investors; and defending investment dealers and brokers in trading-related matters and class actions. Has appeared as counsel before the Court of Appeal, the Superior Court of Justice, the Ontario Court of Justice and the Supreme Court of Canada and before the Ontario Securities Commission. Teaches securities regulation at the Faculty of Law at the University of Toronto. Ontario Bar, 2002. LLB, 2001, University of Toronto. PhD (English), 1999, University of Toronto.
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On November 23, 2017, Alamos Gold Inc. (Alamos) completed its previously announced acquisition of all of the issued and outstanding shares of Richmont Mines Inc. (Richmont) pursuant to a plan of arrangement. Under the terms of the arrangement, Richmont common shares were exchanged on the basis of 1.385 Alamos common shares for each Richmont common share. Upon closing, Alamos has approximately 389,059,503 Class A shares outstanding with former Alamos shareholders and former Richmont shareholders owning approximately 77 per cent and 23 per cent of the pro forma company, respectively.
Nortel Networks Corporation (Nortel Canada) is the Canadian parent company of what was one of the largest telecommunications businesses in the world. In early 2009, formal insolvency proceedings were commenced in Canada, the United States and England, among other places. Nortel’s worldwide business was liquidated through a number of Court-approved sales of its business units and a US$4.5-billion sale of its residual patents, resulting in US$7.3 billion of global sale proceeds to be allocated amongst the Nortel debtor companies in Canada, the United States and Europe.
On July 17, 2017, Norgine B.V., a European specialist pharmaceutical company, acquired all issued and outstanding shares of Merus Labs International Inc. (Merus), pursuant to a plan of arrangement for $1.65 per common share in cash, including the assumption of all debt obligations, for a total enterprise value of approximately $342 million.
On March 31, 2015, Norbord Inc. (Norbord) and Ainsworth Lumber Co. Ltd. (Ainsworth) completed their previously announced merger. The merger will create a leading global wood products company focused on oriented strand board across North America, Europe and Asia.
On March 13, 2015, Brookfield Asset Management Inc. (Brookfield Asset Management) and Brookfield Residential Properties Inc. (Brookfield Residential) closed the going private transaction of Brookfield Residential, pursuant to which 1927726 Ontario Inc., a wholly owned subsidiary of Brookfield Asset Management, acquired all of the issued and outstanding common shares of Brookfield Residential that Brookfield Asset Management and its affiliates did not already own by way of a plan of arrangement.
Glencore plc acquired Calgary-based Caracal Energy Inc. through a wholly owned subsidiary by way of a plan of arrangement for an all cash consideration of approximately $1.48 billion.
First Quantum Minerals Ltd. (“First Quantum” or the “Company”) and its wholly-owned subsidiary FQM (Akubra) Inc. (together, the “Offeror”) announced that, as of 5:00 p.m. EST on April 1, 2013, a total of 65,206,044 common shares of Inmet Mining Corporation (“Inmet”), representing 92.74 per cent of the outstanding Inmet shares (on a fully diluted basis), had been validly tendered to the Offeror's offer (the “Offer”) to acquire all of the outstanding shares of Inmet.