Canada’s busiest M&A firm Canadian M&A Thomson Reuters has confirmed that Gowlings was the busiest law firm for Canadian M&A deals announced in the first three quarters of 2013. When measured by deal count for the first nine months of 2013, Gowlings ranked as: . No. 1 law firm for announced Canadian M&A . No. 2 Canadian law firm for announced global M&A . No. 1 Canadian law for global mid‐market and small-cap M&A . No. 1. Canadian law firm for Latin American mid‐market and small-cap M&A about Gowlings Gowlings is one of Canada’s largest law firms, with over 700 professionals across 10 offices worldwide. Our seven Canadian offices are located in Toronto, Calgary, Vancouver, Montréal, Ottawa, Waterloo Region and Hamilton. We have established offices in London and Moscow and a representative office in Beijing. Recognized for excellence in business law, advocacy and intellectual property law, we offer dedicated industry expertise in a number of sectors, including energy, mining, infrastructure, life sciences, government, financial services, technology and manufacturing, and in every practice area needed to support transaction‐based work seamlessly. key contacts David Pamenter Shelagh Carnegie Partner Partner [email protected] [email protected] 416-862-3611 416-862-4682 David is a business law partner and a coordinator of our Cleantech Shelagh’s intellectual property practice focuses on all levels of trade-mark practice, with more than 30 years’ experience in technology law, business prosecution, including clearing, obtaining and protecting trade-mark rights; and commercial law, mergers and acquisitions, corporate governance trade-mark oppositions and licensing. Her practice includes the issues and private corporate finance. management and enforcement of national and international portfolios, intellectual property enforcement including trade-mark and copyright disputes and advertising and marketing law. Alan James Jim Longwell Partner Partner, Patent Agent, Trade Mark Agent [email protected] [email protected] 416-369-6186 416-862-4325 Alan James is a partner at Gowlings and head of the Firm's National Jim Longwell is a lawyer, patent and trade mark agent in the Toronto and Technology Industry Group. Alan practices in corporate and commercial Waterloo Region offices. Jim is a member of the Firm’s Technology law with an emphasis on venture capital investments in technology Industry Group and China Initiative. He is currently the head of the companies and strategic transactions relating to the development, Intellectual Property department in Toronto and was Gowlings’ National acquisition, licensing and use of technology. Alan has advised investment Practice Group leader for Patents. funds and corporations in connection with numerous cross-border Jim practices in all areas of IP law, particularly as it applies to computer investment transactions and acquisitions. and information technologies. He advises start-up companies, small businesses, universities and large corporations on IP strategy, including acquisition, protection, exploitation and enforcement issues. Gowlings has a rapidly expanding team of over 100 M&A and corporate finance lawyers. client service highlights Gowlings acted as counsel to the following parties in these selected M&A transactions during the past 12 months: areas of expertise Canadian counsel to The Travelers Companies, Inc. in its cross-border Negotiation of mergers, amalgamations, plans of acquisition of The Dominion of Canada General Insurance Company from E-L arrangement, takeovers and other going private Financial Corporation Limited for approximately $1.07 billion in cash transactions Negotiation of share purchase and sale Counsel to Axio Power in connection with the development of its solar transactions, including acquisitions and power projects and the eventual sale of the projects to SunEdison dispositions of control blocks Acquisitions and dispositions of assets and Counsel to Desire2Learn Incorporated in its acquisition of Knowillage business divisions Systems, Inc. Establishing joint ventures or limited partnerships for acquisition purposes Counsel to Alberta Investment Management Corp. in its acquisition with a Buyout transactions, including management joint venture partner of ING Summit Industrial Fund and its manager in a $2 buy\outs billion transaction Auction bid processes Launching and defending against hostile takeover Counsel to SYNNEX Canada Limited, a wholly-owned subsidiary of SYNNEX bids Corporation, in its acquisition of Supercom Canada Ltd. for approximately Launching and defending against proxy battles $36.5 million Counsel to independent committees and their financial advisers Counsel to Penfold Capital Acquisition Corporation in its qualifying Issuer bids, insider bids, business combinations transaction with PBS Coals Limited with a value of about $820 million and its and related party transactions subsequent cross-border take-over by an affiliate of OAS Severstal for about Corporate governance and directors’ duties in the $1 billion M&A context Public and private financing of M&A transactions Counsel to InGamer Fantasy Inc. in the negotiation of a venture capital Reverse takeovers investment from a group of strategic investors allowing it to enhance its Shareholder agreements, executive employment product offering and expand sales and distribution in preparation for its US agreements and stock option plans for public and launch privately acquired companies Escrow agreements in the M&A context Counsel to US-based SYNNEX Corporation in its cross-border acquisition of Tax advice for mergers and acquisitions, in-bound VisionMAX™ Solutions Inc., a Toronto-based cloud-software and services and out-bound cross-border transactions and company reorganizations, amalgamations and sales of businesses Canadian counsel to SolarWinds, Inc. in its $120-million cross-border Assisting clients with Competition Act approvals acquisition of N-able Technologies International, Inc. processes Assisting foreign acquirors, including state-owned NETGEAR, Inc., in its cross‐border acquisition of the Aircard business of entities, with the Investment Canada Act Sierra Wireless, Inc. for US$138 million approvals processes Learn more at gowlings.com montréal • ottawa • toronto • hamilton • waterloo region • calgary • vancouver • beijing* • moscow • london Gowling Lafleur Henderson LLP • Gowling Lafleur Henderson S.E.N.C.R.L., s.r.l. • Gowlings (UK) LLP • Gowlings International Inc. • gowlings.com * Representative Office • 06/2013 .