199 Bay St, Suite 5300, Commerce Court West, Toronto, ON
Year called to bar: 1996 (ON)
Dean Kraus is a partner in the Tax Group. His practice encompasses all aspects of income taxation in corporate and commercial transactions, including domestic and cross-border mergers & acquisitions, corporate reorganizations, spin-offs, private equity investments, financings, REITs, partnerships, and joint ventures, and he has written and spoken extensively on these topics. Dean is currently serving as Governor of the Canadian Tax Foundation and was formerly (2011–2017) an adjunct professor of law at the University of Toronto for Corporate Income Taxation. Dean’s expertise has been recognized by Chambers Canada, Chambers Global, The Canadian Legal Lexpert® Directory, and The Best Lawyers in Canada, among others.
On May 2, 2018, Aurora Cannabis completed its $1.23 billion (US$950 million) takeover bid for all of the outstanding shares CanniMed Therapeutics Inc. This transaction represents the largest to date (completed) acquisition for the Canadian cannabis sector.
On March 23, 2018, Aphria Inc. (Aphria)(TSX: APH and US OTC: APHQF) completed its acquisition of Nuuvera Inc. (Nuuvera) pursuant to a plan of arrangement under the Business Corporations Act (Ontario) for approximately $425 million.
On December 6, 2017, Hudson’s Bay Company (HBC) completed the US$500 million equity investment by Rhône Capital (Rhône) in the form of 8-year mandatory convertible preferred shares, the sale of the Lord & Taylor Fifth Avenue Flagship Building to WeWork in a transaction valued at US$850 million, and a series of strategic transactions, including agreements to lease retail space within select HBC department stores.
On November 1, 2017, The Washington Cos. (Washington), a group of privately held North American mining, industrial and transportation businesses founded by industrialist and entrepreneur Dennis R. Washington, completed its acquisition of Dominion Diamond Corp. (Dominion) for approximately $1.5 billion.
On October 31, 2017, Nexa Resources S.A. (formerly, VM Holding S.A.) (Nexa) and Votorantim S.A. (Votorantim) completed the initial public offering of 35,650,000 common shares (including full exercise of the over-allotment option on closing) of Nexa on the TSX and NYSE at a price of US$16.00 (C$20.69) per share for aggregate gross proceeds to Nexa and Votorantim of US$570M (C$728M).
Vista Equity Partners (“Vista”) acquired all of the outstanding shares of Toronto-based DH Corp. (TSX: DH) (“D+H”), a leading provider of technology solutions to financial institutions globally, by way of a plan of arrangement for $25.50 per share in cash, for a total enterprise value of approximately $4.8 billion, including the assumption of D+H’s debt.
On May 1, 2017, all of the issued and outstanding common shares of Halogen Software Inc. (“Halogen”) were acquired by Saba Software Inc. (“Saba”), Vector Capital and its affiliates (“Vector”), and Michael Slaunwhite, Halogen’s founder, executive chairman and largest shareholder.
On February 9, 2017, Sprott Resource Corp. (“SRC”) and Adriana Resources Inc. (now re-named Sprott Resource Holdings Inc.) (the “Company”) completed a business combination by way of a court approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).
In the culmination of a complex cross-border bankruptcy sales and auction process, on February 28, 2017, Performance Sports Group Ltd. (PSG) announced the completion of the sale of substantially all of its assets to an investor group led by Sagard Holdings Inc. (Sagard) and Fairfax Financial Holdings Limited (Fairfax) for US$575 million, subject to certain adjustments, and the assumption of related operating liabilities.
On October 19, 2016, Tender Choice Foods Inc. and its affiliate (“Tender Choice”), a leading Burlington, Ont.-based processor specializing in the processing, packing and distribution of meat products completed the sale of substantially all of the assets and food processing business of Tender Choice to Blue Goose Pure Capital Corp.
On February 5, 2016, Hudson’s Bay Company (HBC) closed a new global asset based loan facility with availability of up to US$1.9 billion provided by a syndicate of lenders led by Bank of America, N.A., as ABL Agent.
On December 3, 2015, Bruce Power L.P. (Bruce Power) and the Independent Electricity System Operator (the IESO) entered into the Amended and Restated Bruce Power Refurbishment Implementation Agreement (the ARBPRIA) to extend the operating life of the Bruce Power facility to 2064.
On August 1, 2015, The WhiteWave Foods Company (WhiteWave), a leading consumer packaged food and beverage company, completed its US$550 million acquisition of Sequel Naturals Ltd. (dba Vega Foods) (Vega), a Vancouver-based maker of plant-based nutrition products. Before the acquisition, Vega was majority owned by Mr. Charles Chang and VMG Partners.
On December 17, 2015, BayBridge Seniors Housing Inc. (BayBridge), a wholly owned subsidiary of the Ontario Teachers’ Pension Plan Board, completed the acquisition of Amica Mature Lifestyles Inc. (Amica) pursuant to a statutory plan of arrangement under the CBCA for approximately $1 billion, including debt assumed.
On September 30, 2015, Hudson’s Bay Company successfully completed the previously announced acquisition of GALERIA Holding, the parent company of Germany’s leading department store GALERIA Kaufhof and Belgium’s only department store, Galeria INNO, for an enterprise value of $3.8 billion.
Centerra Gold Inc. (Centerra) and Premier Gold Mines Limited (Premier) entered into a 50/50 limited partnership for the joint exploration and development of Premier’s Trans-Canada Property in Northern Ontario. Under the terms of the joint venture agreements, Centerra will contribute up to $300 million in cash to the limited partnership in consideration for its 50 per cent interest in the limited partnership, while Premier will contribute all property, assets and rights it holds in respect of the Trans-Canada Property to the limited partnership in consideration for its 50 per cent interest in the limited partnership.
Corsa Coal Corp. (“Corsa”) completed its acquisition of PBS Coals from OAO Severstal for US$60 million in cash and the assumption of US$60 million of liabilities, as well as its related US$65 million equity private placement financing and US$25 million credit facility. As part of the financing of the transaction, Sprott Resource Corp. (“SRC”) invested US$33.4 million to purchase Corsa shares.
Performance Sports Group Ltd. (PSG) (formerly Bauer Performance Sports Ltd.), a developer and manufacturer of sports equipment and apparel, completed an underwritten initial public offering in the United States on the New York Stock Exchange and a new issue in Canada of 8,161,291 common shares at a price of US$15.50 per share, for a total of approximately US$126.5 million, including the exercise in full of the over-allotment option.
Stikeman Elliott is acting as Canadian counsel to Castings Acquisition Corp., an affiliate company of The Carlyle Group, a major private investment fund based in Washington, D.C., in its proposed acquisition (by way of plan of arrangement), of all of the outstanding common shares of Tritech Precision Inc. and all of the outstanding Class A common shares of Trimin Enterprises Inc.