199 Bay St, Suite 5300, Commerce Court West, Toronto, ON
Year called to bar: 2006 (ON)
Michael Kilby is a partner and Head of the Competition & Foreign Investment Group. He is a leading advisor on all matters relating to Canadian competition and foreign investment laws, and has wide-ranging experience in complex merger reviews, foreign investment approvals, national security reviews, pricing and distribution practices, misleading advertising, anti-corruption, and related counseling matters across a broad spectrum of industries. He has been involved in some of the most important, precedent-setting foreign acquisitions in modern Canadian history, including securing approvals in the CNOOC / Nexen, Zayo / Allstream, Petrochina / Athabasca Oil Sands and Vale / Inco transactions and the successful defence by Potash Corporation of Saskatchewan of the hostile bid from BHP Billiton. He is a member of the Law Society of Ontario and a former chair of the Marketing Practices Committee of the Competition Law Section of the Canadian Bar Association. He is a member of both the Mergers & Acquisitions Committee and the Pricing Conduct Committee of the American Bar Association’s Section of Antitrust Law.
ARC Resources Ltd. ("ARC") closed its previously announced $8.1 billion strategic Montney combination with Seven Generations Energy ("Seven Generations") to create a Montney producer and energy developer (the "Business Combination")
On April 2, 2019, ZCL Composites Inc. (TSX: ZCL) and Shawcor Ltd. (TSX: SCL) completed its $312 million statutory plan of arrangement under the Canada Business Corporations Act whereby Shawcor Ltd. acquired all the issued and outstanding common shares of ZCL Composites Inc. for $10.00 per common share payable in cash.
On November 30, 2018, Essar Steel Algoma Inc. (“ESAI”) concluded its comprehensive restructuring under the Companies’ Creditors Arrangement Act by way of the sale of substantially all of its assets to Algoma Steel Inc. (“ASI”).
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 May 10, 2018, First Majestic acquired all of the issued and outstanding common shares of Primero Mining Corp. (Primero) and shareholders of Primero received 0.03325 First Majestic shares for each share of Primero held pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
On March 28, 2018, Platinum Equity Capital Partners IV (Platinum Equity) completed the acquisition of Husky Injection Molding Systems (Husky) from Berkshire Partners and OMERS Private Equity for $4.95 billion (US$3.85 billion). Based in Bolton, Ont., Husky is a global supplier of highly engineered injection molding equipment and services for the plastic injection molding equipment industry, and a leading provider of PET systems, hot runners, aftermarket tooling, medical molds and specialty closure molds.
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.
On March 13, 2015, Goldcorp completed its $526 million acquisition of Probe Mines Limited by way of a plan of arrangement. Probe’s principal asset is the 100 per cent-owned Borden Gold project located near Chapleau, Ontario.
An affiliate of Mattamy Homes Ltd. acquired all of the issued and outstanding shares of Monarch Corporation, the Canadian operations of US homebuilder Taylor Morrison Home Corporation, for CAD$335 million at closing, subject to customary post-closing adjustments. Immediately prior to the closing, approximately C$235 million of cash at Monarch was distributed to a subsidiary of TMHC for total proceeds of C$570 million from the share sale. The transaction closed following the satisfaction of customary closing conditions, including clearance by the Canadian Competition Bureau.
The current owners of Canada's largest off-airport and only national car park company, Park'N Fly, completed the sale of their parking business assets, including all real estate used in connection with the business located in Montreal; Ottawa; Toronto; Edmonton and Vancouver, along with goodwill and other operating assets, to a joint venture led by Cheung Kong Infrastructure Holdings Limited and Cheung Kong (Holdings) Limited, both companies whose shares are traded on the stock exchange of Hong Kong, each owning a 50 per cent interest.
Staples Inc. acquired all the issued and outstanding common shares of PNI Digital Media Inc. for $1.70 per share, totaling approximately $74.1 million in aggregate, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).