Jeremy D. Fraiberg
Jeremy D. Fraiberg
(416) 862-6505
(416) 862-6666
100 King St W, Suite 6200, 1 First Cdn Pl, PO Box 50, Toronto, ON
Year called to bar: 2000 (ON)
Jeremy is Chair of Osler’s Mergers and Acquisitions Group. He has acted for public and private companies, boards of directors, special committees and private equity firms on a range of acquisitions, securities offerings and other corporate transactions. Jeremy routinely represents investment dealers on fairness opinions, valuations and complex financial advisory assignments. He has taught at the University of Toronto Faculty of Law on contested mergers and proxy contests and has spoken and written about a range of legal issues. After graduating from law school Jeremy served as a law clerk to Chief Justice Antonio Lamer at the Supreme Court of Canada.
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On April 18, 2019, Newmont Mining Corporation (“Newmont”) completed the acquisition of Goldcorp Inc. (“Goldcorp”) to create the world’s leading gold company.
On January 10, 2019, a consortium consisting of Air Canada, Toronto-Dominion Bank (“TD”), Canadian Imperial Bank of Commerce (“CIBC”) and Visa Canada Corp. (“Visa”) announced the successful closing of its purchase of Aimia Canada Inc., owner and operator of the Aeroplan Loyalty Business, from Aimia Inc.
On October 1, 2018, Just Energy Group Inc. (“Just Energy” or the “Company”), a leading consumer company specializing in electricity and natural gas commodities, energy efficiency solutions, and renewable energy options, completed its acquisition of all of the issued and the outstanding shares of Filter Group Inc. (“Filter Group”) through a wholly-owned subsidiary of the Company for $15 million in cash consideration, the assumption of approximately $22 million of Filter Group debt, and future performance based earn-out payments of up to approximately $42 million.
On March 22, 2018, Wolf Midstream Inc. (Wolf Midstream) successfully closed the acquisition from MEG Energy Corp. (MEG) of MEG’s 50-per-cent ownership interest in Access Pipeline and a 100-per-cent ownership interest in the Stonefell Terminal for $1.52 billion, including capital commitments of approximately $90 million. Wolf Midstream also completed an amendment and restatement of its senior secured credit facilities, which were upsized on the date of the acquisition to $1.5 billion, in order to provide debt financing for the acquisition.
On July 11, 2016, Endeavour Mining Corp. (Endeavour) completed a bought deal share offering for total aggregate gross proceeds of $143,750,000.
On October 17, 2016, Vail Resorts, Inc. completed its $1.4-billion acquisition of Whistler Blackcomb Holdings Inc. by way of plan of arrangement for cash and share consideration.
On April 1, 2016, Canadian mining exploration company, Tahoe Resources Inc. (Tahoe) and Canadian gold producer Lake Shore Gold Corp. (Lake Shore Gold) completed a previously announced business combination, now valued at $945 million.
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 September 1, 2015, Enbridge Inc. announced the closing of the transfer of its Canadian Liquids Pipelines business, comprised primarily of Enbridge Pipelines Inc. and Enbridge Pipelines Athabasca Inc., and certain Canadian renewable energy assets (the Transaction) to an indirect subsidiary of Enbridge Income Fund (the Fund) for $30.4 billion together with certain Incentive/Performance Rights. A joint special committee (the Special Committee) of the Board of Directors of Enbridge Income Fund Holdings Inc. (EIFH) and the Board of Trustees of Enbridge Commercial Trust (ECT) was formed to review and consider the Transaction, conduct due diligence and negotiate the terms of the Transaction on behalf of EIFH, the Fund and ECT.
NorthWest Healthcare Properties Real Estate Investment Trust (NWH) and NorthWest International Healthcare Properties Real Estate Investment Trust (NWI) completed a plan of arrangement under the Business Corporations Act (Alberta) in which NWI and NWH combined to create a leading global diversified healthcare real estate investment trust with over $2 billion of assets.
Sears Holdings Corporation completed the sale of 40,000,000 common shares of Sears Canada Inc. at US$9.50 per share for aggregate proceeds of US$380 million pursuant to a rights offering made to the holders of Sears Holdings common shares.
BCE Inc. completed its privatization of Bell Aliant Inc. and the integration of its Atlantic Canada affiliate into BCE’s national operations, following its successful offer to purchase all of the outstanding publicly-held Bell Aliant common shares for a combination of cash and BCE common shares valued at approximately $3.95 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.
On October 3, 2006 Georgia Gulf Corporation of Atlanta, Georgia completed its previously announced acquisition of Royal Group Technologies Limited of Toronto in an all cash and assumed debt transaction, which values Royal Group at approximately $1.7 billion. The closing of the acquisition brings to an end a 16-month public sale process for Royal Group that began in May 2005 ...