40 Temperance St, Suite 3200, Bay Adelaide Centre – North Tower, Toronto, ON
Year called to bar: 1991 (ON); 2012 (BC)
Robert (Bob) Cohen is a partner in the Litigation Group at Cassels. Bob practises in the field of commercial and securities litigation and litigates cases in various areas of law, including oppression remedies and other shareholder disputes for public and private companies, securities regulation, aboriginal issues, partnership disputes, injunctions, defamation, banking disputes, employment law, real estate litigation, investor fraud, receiverships, contract disputes and professional malpractice. He acts for a broad spectrum of clients, ranging from individuals and entrepreneurs in small and large businesses, aboriginal groups, energy companies as well as boards of public companies. Bob has considerable negotiation skills which have led to efficient and large settlements for his clients, including dozens of large settlements in multi-million dollar investment fraud cases. He is also recognized as a leader in his field by Benchmark Litigation, Best Lawyers in Canada, and Legal500 Canada.
Specialty Foods Group Income Fund, an Ontario income trust, went public in 2003 at $10 per unit. The establishment of the income fund resulted in a complex cross-border capital structure of the Specialty Food Group of companies that was adopted for tax and other reasons. The capital structure of these companies became even more complex in 2006 when the balance sheets and ownership of certain companies in the group had to be restructured in order to address financial difficulties. That restructuring failed to produce a viable ongoing income fund such that, when the units were ultimately cease-traded in 2009, they were trading at a price of approximately a half cent per unit.
On July 19, 2016, Goldcorp Inc. (Goldcorp) acquired all of the issued and outstanding common shares of Kaminak Gold Corp. (Kaminak) pursuant to a court-approved plan of arrangement (the Arrangement) on the basis of 0.10896 of a Goldcorp common share for each common share of Kaminak.
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 September 30, 2015, BSM Technologies Inc. and Webtech Wireless Inc. completed the previously announced transaction by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the plan of arrangement, Webtech has become a wholly-owned subsidiary of BSM and all of the issued and outstanding common shares of Webtech were transferred to BSM in consideration for the issuance by BSM of 2.136 common shares of BSM and a cash payment of $0.52 for each Webtech share.
On June 22, 2015, Israel Chemicals Ltd. (ICL), through an indirect wholly owned subsidiary, acquired all of the common shares of Allana Potash Corp. (Allana) (a company that focuses on the acquisition and development of potash assets with its principal asset being the Danakhil potash project in Ethiopia) it did not own. The transaction was valued approximately $164 million and was completed, pursuant to a court approved plan of arrangement under the <i>Business Corporations Act</i> (Ontario), for cash and securities of ICL.
On April 1, 2015, Tahoe Resources Inc. (Tahoe) and Rio Alto Mining Limited (Rio Alto) announced that they completed the Plan of Arrangement initially announced on February 9, 2015. Rio Alto operates the La Arena mine in Peru and is developing the Shahuindo project, also in Peru. The transaction, valued at approximately $1.3 billion, combines the respective businesses of Tahoe and Rio Alto to create a new, leading intermediate precious metals producer.
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.
Antofagasta plc, through its wholly-owned subsidiary, Antofagasta Investment Company Limited, acquired Duluth Metals Limited by way of a plan of arrangement at a price of $0.45 per share, for total cash consideration of approximately $52.8 million. Immediately following the acquisition, Antofagasta funded the purchase of $30-million aggregate principal amount convertible debentures, being all of Duluth’s outstanding convertible debentures.
NIBE Industrier AB (publ) of Sweden acquired all of the issued and outstanding shares of WaterFurnace Renewable Energy, Inc. pursuant to a plan of arrangement under the Canada Business Corporations Act, for cash consideration of around $378 million.
Sulliden Gold Corporation Ltd., a Canadian-based development stage mining company, was acquired by Rio Alto Mining Limited for $377 million by way of a court-approved plan of arrangement.
