Jason L. Gudofsky
Jason L. Gudofsky
(416) 601-8280
(416) 868-0673
66 Wellington St W, Suite 5300, TD Bank Twr, Toronto, ON
Year called to bar: 1998 (ON)
Jason is Chair of McCarthy Tétrault’s Competition/Antitrust & Foreign Investment Group. He has advised domestic and international clients on hundreds of transactions and investigations under the Competition Act and Investment Canada Act, including some of the highest-profile, complex, and industry-transformational matters. His practice covers the full ambit of competition law, including mergers, strategic alliances/joint ventures, unilateral conduct, cartel investigations, and compliance. In addition to competition, Jason advises foreign purchasers and Canadian vendors under the Investment Canada Act, including with respect to obtaining net benefit approvals and navigating the national security review process. He is top-ranked in major guides and regularly speaks at conferences. Clients regularly look to Jason to provide both strategic and practical advice. Significant transactional matters include AstraZeneca/Alexion Pharmaceuticals, Aon/Willis Towers Watson, WestJet/ Delta predatory pricing investigation, AbbVie/Alergan, Cineworld/Cineplex, Disney/21st Century Fox, CCCI/Aecon, Fiserv/First Data, ChemChina/Syngenta, and CNOOC/Nexen. He has worked on various cartel and conduct investigations undertaken by the Competition Bureau and has appeared before the Competition Tribunal.
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On December 15th, 2019, Cineplex Inc. signed an arrangement agreement with Cineworld Group, plc, pursuant to which Cineworld Group will acquire Cineplex shares for C$34 per share for a total transaction value of approximately C$2.8 billion.
PRA Group, Inc. (“PRA Group”), through one of its subsidiaries, completed the acquisition of Resurgent Holdings LLC’s (“Resurgent”) Canadian business. PRA Group is a global leader in acquiring and collecting non-performing loans, and the acquisition supports PRA Group’s position as a market-leading non-performing loan business in Canada.
On April 2, 2019, an investor consortium comprised of Anamered Investments Inc., ANTA Sports Limited, FountainVest Partners and Tencent Holdings Limited completed its acquisition of substantially all of the outstanding securities of Amer Sports Corporation for approximately €5 billion in a tender offer on the Nasdaq Helsinki stock exchange.
On August 15, 2018, WillScot Corp. (or Williams Scotsman) completed the acquisition Modular Space Holdings, Inc. for approximately US$1.2 billion. The Canadian Competition Bureau issued a No Action Letter on July 16, 2018.
On December 29, 2017, Mr. Don E. Wall (Don Wall), PHI Inc. (PHI) and HNZ Group Inc. (HNZ), a Toronto Stock Exchange-listed provider of helicopter transportation and related support services, completed a statutory plan of arrangement pursuant to which, among other things, Don Wall, through a beneficially wholly-owned acquisition company, acquired all of the issued and outstanding common shares and variable voting shares of HNZ for $18.70 in cash per share, and PHI subsequently acquired HNZ’s offshore business conducted in New Zealand, Australia, the Philippines and Papua New Guinea. The total consideration paid to former holders of HNZ shares was approximately $233 million
On October 17, 2017, Coeur Mining, Inc. (Coeur), a public gold and silver company listed on the New York Stock Exchange acquired all of the outstanding shares of JDS Silver Holdings Ltd. (JDS Silver), a private British Columbia silver mining company, for aggregate consideration of up to US$250 million pursuant to a plan of arrangement.
HollyFrontier Corporation (HFC) announced the completion of the acquisition of Suncor Energy’s Petro-Canada Lubricants business (PCLI) for $1.125 billion. The transaction closed on February 1, 2017.
On June 22, 2016, Suncor Energy Inc. (“Suncor”) completed a cross-border bought deal offering of 82,225,000 common shares for gross proceeds of approximately $2.9 billion, which included the full exercise of the over-allotment option by the underwriting syndicate led by TD Securities Inc., CIBC Capital Markets and J.P. Morgan Securities Canada Inc.
On May 27, 2016, EDF EN Canada Inc. (EDF EN), a market leader in renewable energy and subsidiary of EDF Energies Nouvelles Group, completed the sale of a 50-per-cent interest in the 74-megawatt (MW) Mont-Rothery Wind Project located in the province of Québec (the Project) to MD1 Wind, LP (MD1), a limited partnership formed by a consortium (the Consortium) regrouping Régime de rentes du Mouvement Desjardins, Desjardins Financial Security Life Assurance Company, Certas Home and Auto Insurance Company and The Manufacturers Life Insurance Company.
On April 20, 2016, Paramount Resources (Paramount) completed the sale of sour gas processing assets in north western Alberta to Pembina Gas Services Limited Partnership, an indirect wholly owned subsidiary of Pembina Pipeline Corporation (Pembina) for cash and other considerations.
On April 15, 2016, Newell Rubbermaid Inc. (Newell) completed its acquisition of Jarden Corporation (Jarden) for US$15.4 billion, creating a global consumer-products company with a broad portfolio that will use its increased size to cut costs and bolster investment in its most-promising businesses.
On March 21, 2016, Suncor Energy Inc. (Suncor) completed its acquisition of Canadian Oil Sands Limited (COS). The transaction began as an unsolicited take-over bid made by Suncor on October 5, 2015, under which Suncor offered 0.25 of a Suncor share for each COS share, and was subsequently completed following the signing of a Support Agreement by Suncor and COS on January 17, 2016, pursuant to which Suncor agreed to increase its offer price to 0.28 of a Suncor share for each COS share, with the amended offer supported by the COS board of directors.
On December 7, 2015, EDF EN Canada Inc. (EDF EN), a market leader in renewable energy and subsidiary of EDF Energies Nouvelles Group, completed the sale of a 42.5 per cent interest in the 350 megawatt (MW) Rivière-du-Moulin Wind Project located in the Province of Québec (the Project) to DIM Wind, Limited Partnership (DIM), a limited partnership formed by a consortium (the Consortium) regrouping Régime de rentes du Mouvement Desjardins, Desjardins Financial Security Life Assurance Company, Certas Home and Auto Insurance Company, Industrial Alliance Insurance and Financial Services Inc. and The Manufacturers Life Insurance Company.
On January 26, 2016, Fission Uranium Corp. (Fission) and CGN Mining Company Limited (CGN Mining) completed a strategic investment whereby CGN Mining purchased, on a private placement basis, an aggregate of 96,736,540 common shares of Fission (the Common Shares) at a price of $0.85 per Common Share for a total subscription price of $82,226,059 (the Transaction).
On May 28, 2015, Carillion Construction Inc. (Carillion), a wholly-owned subsidiary of Carillion plc, acquired the Outland group of companies (Outland).
Johnson Electric Holdings Limited, a global leader in electric motors and motion subsystems, announced on October 27, 2015, that it had completed the acquisition of Stackpole International, a leading supplier of engine and transmission pumps and powder metal components, primarily for automotive applications.
Parkland Fuel Corporation, one of North America’s fastest growing distributors and marketers of fuel and lubricants, completed its acquisition of the assets of fellow retail fuel marketer, Pioneer Energy LP on June 25, 2015.
Canada Bread Company, Limited, a subsidiary of Grupo Bimbo S.A.B. de C.V., acquired Saputo Bakery Inc. (Saputo Bakery Division) from Saputo Inc. (Saputo). The purchase price of $120 million was paid in cash at closing.
KUFPEC Canada Inc., a wholly-owned subsidiary of Kuwait Foreign Petroleum Exploration Company K.S.C., completed the acquisition of a 30 per cent interest from Chevron Canada Limited in Chevron’s Alberta Duvernay shale play for a purchase price of US$1.5-billion.
PrairieSky Royalty (PrairieSky) completed its acquisition of Range Royalty Limited Partnership (Range Royalty), a private oil and gas royalty company, pursuant to a plan of arrangement. With closing of the transaction, PrairieSky acquired approximately 3,000 barrels of oil equivalent of royalty production and 3.5 million acres of royalty lands
Patheon Inc. completed a court-approved statutory plan of arrangement under the Canada Business Corporations Act under which Patheon was acquired for US$9.32 per share in cash resulting in a total enterprise value for Patheon of approximately US$1.98 billion.
Element Financial Corporation (TSX: EFN) completed its largest acquisition to date with the $570-million purchase of the assets comprising GE Canada's fleet leasing business. GE Canada's fleet vehicle portfolio consists of 650 regionally diversified customers and integrated fleet management services for vehicle and light and medium truck financings. As part of the acquisition, Element also entered into a strategic alliance agreement with GE Capital Fleet Services in the US pursuant to which the companies will collaborate primarily on the pursuit of Canadian/US cross-border fleet management opportunities.
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.