As published in the January 2005 edition of Lexpert Magazine

“I can’t get no satisfaction,

I can’t get no satisfaction.

‘Cause I try and I try and

I try and I try.

I can’t get no, I can’t get no.”

— Rolling Stones (I Can’t Get No) Satisfaction May, 1965

– – –

In 2004, Canadian shareholders got sick and tired of getting “no satisfaction.” They put the boot to corporate Canada. Instead of meekly following board or management recommendations or, if dissatisfied, quietly voting with their feet, they shouted, threatened lawsuits, obtained injunctions and shaped — or scuttled – – the year’s largest and most interesting corporate transactions.

“We’re seeing an increased willingness on the part of institutional shareholders to steer deals,” says Stephen Halperin, co-chair of the corporate/securities practice group at Toronto- based Goodmans. And, one might add, to fight their battles in the media and in the courts.

Over the course of 2004, institutional shareholders blocked a move to take Magna Entertainment private. They publicly fought management and the board on the Molson/Coors merger. They played a prominent role in the Conrad Black shoving match at Hollinger. They tried to force Manitoba Telecom Services (MTS) to convert into an income trust. Some sued when MTS pursued other options. They voted down the board-approved merger between IAMGold Corp. and Wheaton River Minerals, and some sued over the timing of the shareholders’ meeting. They launched proxy battles to change the make-up of boards. At Dimethaid Research Inc., they successfully ousted the board and chief executive.

More often than not, they have been successful in getting what they wanted. The end result is that some of the most interesting transactions of 2004 were the deals that didn’t get done. Or deals that may not get done. Events of 2004 have driven home the message, as Francis Allen, a senior corporate partner at Borden Ladner Gervais in Toronto, puts it, that “announced deals don’t necessarily amount to done deals.”

While dissenting shareholders proved to be the most dramatic wild card of the year, clearing the Competition Bureau hurdle became the most time-consuming obstacle. With corporate consolidation in several sectors proceeding at breakneck pace, several of the deals in 2004 looked like they would never complete the competition review process. Indeed, by the time the Telus Corp. takeover of Microcell Telecommunications Inc. got the green light, Microcell’s dance partner had changed to Rogers Communications Inc. And West Fraser Timber Co.’s acquisition of Weldwood of Canada Ltd., announced in July, took months to wind its way through the Competition Bureau to completion on Dec. 31.

Cutting across the rise of aggressive shareholder activism, and the increased complexity and importance of competition issues, is the global background against which Canadian deals take place. Deals that could convincingly cry out “I AM.Canadian!” — a la the now inapplicable Molson Canadian ads — were few and far between. Molson, involved in the highest-profile cross-border merger of the year, certainly could not do so.

Even domestic consolidation, whether in forestry, oil and gas, telecommunications or mining, is but the precursor, or in response, to global consolidation. The proposed domestic merger between IAMGold and Wheaton River quickly escalated into attempts at continental and international mergers. IAMGold’s ultimate fate may be determined by negotiations between two South African companies. The self-imposed need for Molson and Coors to get to the altar is fuelled, in part, by the merger of Belgium’s Interbrew SA and Brazil’s American Beverage Company.

The corporate restructurings that spilled over from 2003 — most notably Air Canada and Stelco — continued to drive home the importance of global interdependence. Air Canada was bailed out primarily by U.S. and European investors. Stelco may find itself acquired by Russian steel giant OAO Severstal before it emerges from CCAA protection (U.S. and Canadian bids were also in play).

The Top 10 Corporate Deals of 2004, selected after lengthy discussions with more than 50 leading corporate lawyers across Canada, reflect, in various configurations, the three themes (shareholder activism, global corporate consolidation, global interdependence) noted above. In making this list, sheer monetary value is not determinative. The transactions had to be sizable and noteworthy. The latter criterion refers to the themes noted above, plus important corporate/legal tactics and innovative legal or financing structures. Thus, the $3.2-billion Petro-Canada sell-off did not make the list. Nor the $2.7-billion EnCana acquisition of Tom Brown. Our list includes transactions that did not get done, as well as deals that may not get done.

1. ROGERS COLLARS FIDO

On Sept. 8, 2004, Robert McFarlane, chief financial officer of Calgary/Vancouver-based Telus Corp., dismissed the possibility that Toronto-based Rogers Communications Inc. would take a run at Microcell Telecommunications Inc. “I don’t think it affects our thinking very much,” he told the national press. At that point, the $1.1-billion bid by Telus for Montreal-based Microcell had been on the table for 118 days and counting. No other suitors for Fido, the brand name under which Microcell’s cellphone service is marketed, had surfaced.

Microcell, while less than thrilled with the dollar value of the bid, was cooperative — inviting Telus into its data room. After all, its management and board — along with everyone on the Street – – knew, as Brian Levitt, co-chair of Osler, Hoskin & Harcourt, concluded: “Microcell had to be put out of its misery.” Plus, it seemed Rogers had other things on its mind — such as intense negotiations with AT&T Wireless over the latter’s minority stake in Rogers Wireless. The only other potential contender, Bell Canada, wasn’t in the picture.

“No, we didn’t think we had it in the bag,” laughs Clay Horner, co-chair of Oslers in Toronto. Mr. Horner represented Telus throughout its hostile bid for Microcell. “Any of Rogers, Telus, or Bell could have been the buyer.” That being said, Telus certainly didn’t expect Rogers, after watching from the sidelines for almost five months, to outmanoeuvre it within one week.

By Sept. 14, Rogers had shelled out almost $1.8-billion to AT&T Wireless for the minority holding in Rogers Wireless, disentangling itself in the process from a shareholder’s agreement that would have precluded making a deal with another wireless company, such as Microcell. Two days later, Rogers was filing the paperwork with the Competition Bureau — which was still reviewing the Telus/Microcell deal. Two days after that, Rogers and Microcell signed a $1.4- billion deal. The lawyers for both parties — Fasken Martineau DuMoulin (Rogers) and Stikeman Elliott (Microcell), respectively — had, according to Jonathan Levin at Faskens, “worked very intensively and with very little sleep over the 18th and 19th to negotiate and draft the documents.”

Telus extended its offer but did not raise it. By the time the Competition Bureau cleared the Rogers/Microcell transaction on Nov. 2, Telus had ceded the field to Rogers Wireless. Overnight — or, as the lawyers like to put it, within 48 hours — Rogers became the largest wireless carrier in Canada, as well as the one carrier operating on the global system for mobile communication (GSM), a distinction it had previously shared with Microcell.

The deal’s size, at $1.4-billion, is modest even for 2004. And it is not the relentless march toward domestic telecom consolidation that sets this deal apart. According to the corporate cognoscenti, what makes this deal the No. 1 deal for 2004 is the “anticipation factor.” Pundits argue that the play for Microcell is a harbinger of things to come: international consolidation. The GSM technology plays a key role here. Except for Microcell, all of Rogers’ domestic competitors use the older CDMA (code division multiple access) system. GSM is the dominant system in Europe and it is poised to become the world standard. In the short term, this means lucrative roaming charges for Rogers from international GSM users in Canada. In the long term, well, come international mergers, guess who will have an edge over the Canadian CDMA telco? It won’t be next year or the year after that, but it will come. Why was Telus interested in acquiring a competitor with incompatible technology? Governments and regulators be damned, the telcos are clearing the deck.

That the acquisition of Microcell is part of a large game plan is clear when placed within the context of Rogers’ other activities in 2004. Given Microcell was its only domestic GSM competitor, Rogers was likely eyeing it long before Microcell ended up on the chopping block. That Microcell knew Rogers was the likeliest buyer is also evident; word on the Street has it that Microcell turned to Rogers the day after Telus launched its hostile bid.

Of course, there was no way Rogers and Microcell could officially talk while Rogers was tied up with AT&T and governed by a shareholder’s agreement that prevented Rogers from making a deal with another wireless provider. Unofficially, well … let’s just say it’s a testament to corporate determination that after doing nothing with Telus for five months, Microcell did everything with Rogers in two days. Even if Telus suspected nothing, AT&T Wireless likely did, giving rise to an improbable situation, hypothetically, where Rogers would pay significantly more for an asset AT&T really didn’t want.

“It was an extremely exciting deal,” says Sidney Horn, who led the Stikeman Elliott team for Microcell. Its most challenging aspect, according to Mr. Horn, was … doing nothing. “It was a situation where, as a legal advisor, the best advice you could give your client is don’t do anything. Wait. There was a lot of pressure on the client and the advisors to make decisions where, over the long period of time, the best decision was to do nothing, just expose the company to the marketplace. To not do anything when facing that pressure is a real challenge for the board, management and advisors.”

Fortunately for Mr. Horn, he was right. After five months of doing nothing, Microcell was able to close the deal it wanted with Rogers. In 48 hours. Lawyers on all three sides emphasize the prominent role in-house corporate counsel played throughout both stages (Telus/Microcell and then Rogers/Telus/Microcell) of the transaction. According to Mr. Horner, Audrey Ho, general counsel at Telus, “took a leadership role in integrating the legal component of the transaction with the business and legal analysis being undertaken at Telus.” Mr. Horn credits Jocelyn Cote, vice-president legal affairs at Microcell, with “ensuring sound decision-making by senior management and the board of directors.” And the breakneck speed with which the Rogers/Microcell leg of the transaction proceeded was greatly facilitated, Mr. Levin says, by the contributions of David Miller, general counsel at Rogers, and Graeme McPhail, associate general counsel.

It will take a few years to see if the Rogers gambit pays off. In the meantime, collaring Fido leaves it with fewer competitors, a Canadian monopoly on GSM, and a sense of accomplishment that it got the deal done in 48 hours. Officially.

Fun fact Faskens was acting for AT&T Wireless on the sale of its interest in Rogers Wireless to Rogers. After closing that deal, the firm was immediately back onside with its long-time client Rogers to snap up Microcell.

CANADIAN, EH? Five out of five maple leaves. A fight for a Canadian company by two Canadian companies, financed with Canadian money, and worked on by Canadian lawyers, preceded by a buy-back of a U.S. interest in Rogers Wireless. But then, Rogers isn’t growing by leaps and bounds just to be on the top of the Canadian telecom heap, is it? The GSM technology it is using, unique in Canada but prevalent throughout Europe and the United States, is positioning it for the next inevitable step, well ahead of industry regulators and governments.

2. BEER WARS

The Molson/Coors merger started off innocently enough with a July 22 announcement of a “merger of equals” between Canada’s largest brewer and the third-largest U.S. brewer to form the $6-billion Molson Coors Brewing Co. The move by the two family-controlled breweries was not surprising. The industry is consolidating worldwide. The August merger between Belgium’s Interbrew and Brazil’s Ambev created the world’s largest brewer, changing in the process ownership of Canada’s second-largest brewer, Labatt Brewing Co.

With management, both boards and the family-controlled principal shareholders of both companies firmly behind the deal, both Peter H. Coors, chairman of Coors, and Eric Molson, chairman of Molson, didn’t anticipate — at least in public — any serious obstacles. (The Competition Bureau, for one, just waved them on through.)

Boy, was Eric wrong. Molson shareholders had reservations about the deal from the onset (what, exactly, were they — the shareholders — going to get for the “US$175-million in synergies identified” and let me spell “premium” for you). Even members of the Molson family were exploring other options. Ian Molson, in conjunction with Onex Corp., and London-based SABMiller PLC, were among those said to be considering taking a run.

But it was when Molson shareholders read the preliminary proxy statement Coors filed with the SEC that it looked as though the merger really might tank — the $75-million breakup fee notwithstanding. At issue were millions in payouts to management and the right of Molson option holders — in other words, executives, directors and employees who didn’t necessarily own Molson shares — to vote on the merger.

Shareholders went apoplectic. First out of the block was the Ontario Teachers’ Pension Plan. Following closely behind was Montreal-based Jarislowsky Fraser Ltd. Both threatened legal action to prevent option holders from voting on the merger. Caisse de depot et placement du Quebec and the Canada Pension Plan Investment Board, in no uncertain terms, voiced their strong objections.

By mid-October, Molson backpedalled on both issues, nixing the multimillion-dollar change-of-control payments to Eric Molson and other executives and the plan to allow option holders to vote on the merger. In early November, Molson and Coors “found” an extra $318- million to “sweeten the bid” for Molson shareholders. The Eric Molson-controlled Pentland Securities (1981) Inc. shares were “voluntarily” excluded from the premium.

Clay Horner, who leads the Osler, Hoskin & Harcourt team for Coors on the Canadian side of the transaction, was of the view that “absent another dramatic development, the deal will get done.” Indeed, there have been dramatic developments: Last week, SABMiller said it would be happy to talk to Molson about a merger if the Coors deal falls through. But Molson and Coors added a second sweetener to their pact, winning over a key Molson shareholder. (Molson shareholders will vote Jan. 28, while Coors shareholders get their say Feb. 1.)

Garth Girvan, a senior corporate partner at McCarthy Tetrault in Toronto, leads the team for Molson, a long-time firm client.

Fun fact Coors has historically used Torys as its Canadian counsel. But, after the general counsel at Coors flipped the deal to New York-based Simpson Thacher & Bartlett, dropping Kirkland & Ellis who had initially been retained, Simpson Thacher then recommended Oslers as Canadian counsel. Oslers happily accepted, and just in time, as word is that Simpson Thacher is “out of favour” at Coors (although still on the file), with Kirkland & Ellis again driving the bus. “Who knows,” quips one Toronto corporate, “maybe Torys will get to do the deal before it’s all over.”

CANADIAN, EH? The deal is creating piles of work for Canadian lawyers and untold grist for the media mill. And it’s about beer — a topic close to the hearts of many Canadians. But all that “merger of equals” rhetoric aside, Molson Coors Brewing Co. will inevitably become a U.S.-directed company and, as the brewing industry continues to consolidate, a global company. Whither Seagrams, whither Molsons.

3. IAMGOLD

As Molson/Coors dominated the last quarter of 2004, the attempted merger between IAMGold and Wheaton River dominated the otherwise quiet midpoint of the year. “It was a soap opera,” quips Mitch Gropper, Q.C., a senior corporate partner at Farris in Vancouver. Farris acted for the Wheaton River special committee of directors.

As with Molson/Coors, IAMGold/Wheaton River was supposed to be a friendly and quick merger between two companies anticipating global consolidation within their sector. The $2.9-billion deal would have made the new company one of the top 10 gold producers in the world. But the deal started to unravel even before the parties completed their due diligence.

First came the unsolicited bid for IAMGold from Colorado-based Golden Star Resources. Turned down by IAMGold’s board of directors, Golden Star successfully sued to delay the meeting that would have seen shareholders vote on the IAMGold/Wheaton River merger. Five institutional shareholders (Mackenzie Financial, AGF, Sprott Asset Management, John A. Levin & Co., Inc., Pollitt & Co.) did likewise.

Joining the fray, Idaho-based Coeur d’Alene Mines Corp. then bid for Wheaton River. Similarly turned down by Wheaton River’s board, Coeur d’Alene publicly vented its dissatisfaction, claiming the Ontario Teachers’ Pension Plan and other key shareholders would vote against the Wheaton River/IAMGold merger. When Wheaton River held its meeting despite the IAMGold/Golden Star litigation, at least one of its institutional investors, Fidelity Canada, expressed concerns it was not treated fairly at the meeting and commenced legal proceedings. Wheaton River quickly announced it would hold another meeting and another vote. Meanwhile, IAMGold held its meeting first and shareholders rejected the Wheaton River merger.

Wheaton River continued to fend off Coeur d’Alene; Golden Star continued amending and extending its offer for IAMGold; and IAMGold hoped a better suitor would come along. In August, South African gold producer Gold Fields Ltd. stepped forward. The combination of Gold Fields and IAMGold would create Gold Fields International Ltd., the world’s seventh-largest gold producer. Before anyone had a chance to vote on the deal (or sue to have the vote delayed), South African-based Harmony Gold Mining Co. Ltd. launched a hostile bid for Gold Fields, specifying its bid was contingent on Gold Fields not proceeding with the IAMGold acquisition.

The third time is not the charm. Gold Fields’ proposed merger with IAMGold was dashed when only 48.2% of Gold Fields shareholders voted for the deal at the meeting in Johannesburg. The proposal required at least 50% carry to pass.

Talk about getting no satisfaction.

Not to be outdone, Toronto-based Goldcorp Inc. announced a friendly, all-stock $2.44-billion bid for Wheaton. The two announced Dec. 23 they had agreed to combine.

Apart from the histrionics, the bids and litigation swirling around IAMGold are significant because, as Jeffrey Barnes notes, “It shows mining is definitely back.” Mr. Barnes is a senior corporate partner at Fraser Milner Casgrain in Toronto. Fraser Milner is representing IAMGold. As Mr. Barnes points out, the latest leg of this transaction is the most interesting one. “It represents significant interest in a Canadian company from a truly global participant.”

CANADIAN, EH? When a hostile bid by one South African company for another South African company threatens to scuttle a Canadian company’s proposed merger, you know you’re not in Kansas any more.

4. AIR CANADA: THE MOTHER OF ALL RESTRUCTURINGS

Air Canada entered CCAA on April Fool’s Day, 2003, and thereafter provided many major law firms with gainful employment throughout 2003 and 2004. Air Canada’s early claims that it was going to come out of CCAA by the end of 2003 proved wildly optimistic, as did the revised claim that recovery would be accomplished in the first quarter of 2004. The restructuring took up nine months of 2004, punctuated by the departure of Calin Rovinescu, chief restructuring officer, which, of course, was preceded by the exit of Air Canada’s would-be saviour, Victor Li, and the $650-million Trinity Time Investments Ltd. would have pumped into the carrier.

Was the restructuring in jeopardy? Hardly. Unions cheered, saying they looked forward to being more cooperative with a new CRO (ouch), and Air Canada did not have to look far for a new sponsor. Cerberus Capital Management and Deutsche Bank jointly poured $1.1-billion into the airline and effectively got the concessions unions were unwilling to give to Mr. Li and Trinity. (Remember those $21- million “retention” bonuses for Rovinescu and chief executive Robert Milton? The unions sure did.)

Cerberus, of course, had wanted a stake in Air Canada from the get-go. It didn’t stop trying even after the Air Canada board went with the Trinity proposal. (“These guys don’t stop and they don’t lose,” says one lawyer close to the transaction.) The second Mr. Li walked, Cerberus was back in the game.

In fact, overnight it went from being an unwanted suitor to our “best friend.” “We’re the bad guy who now is their best friend,” laughs Norman Steinberg, a senior corporate lawyer in the Montreal office of Ogilvy Renault. Mr. Steinberg’s firm represented Cerberus throughout Air Canada’s misadventure.

“It was a tremendous file for 2004, and Air Canada will hopefully be a good client for 2005,” says William Braithwaite, a senior corporate partner in the Toronto office of Stikeman Elliott. The legal team at Stikemans, led by Marvin Yontef and Sean Dunphy, steered the airline through the restructuring. The number of corporate and financial players (voluntary and involuntary) in the $12-billion makeover ensured virtually every major Canadian law firm a place at the table.

“The bar collectively throughout Canada is going to suffer a loss of income because this restructuring is done,” quips Sylvain Cossette, a corporate practitioner with Davies Ward Phillips & Vineberg in Montreal. Mr. Cossette led the Davies Ward team for Deutsche Bank.

The good news is it will probably take more than one operation to save this patient. The pundits say it is not over yet.

Big winners Obviously Stikeman Elliott walked away with the largest chunk of the legal change, but a number of other law firms have no cause for complaint. In the “navigating conflicts” category, the big winner is unquestionably Oslers, representing GE, Onex, Trinity Time and the Greater Toronto Airport Authority. (Stikeman Elliott should be taking notes.) Bringing up the rear among the Seven Sisters, in the “Boy, have we bet on the wrong horse” category is Goodmans, which had several clients … all, unfortunately, with unsuccessful equity proposals.

CANADIAN, EH? Well, it is the national carrier and, legally speaking, virtually all the work is in Canadian hands. But the money (and therefore the power) is global, as is the aviation industry … however much Air Canada likes to blame its woes on small domestic competitors.

5. INCOME TRUST THIS, WILL YOU?

It started with the bright idea to turn a telecom into an income trust, aggressively pushed by several institutional shareholders. They tried and they tried, and they were convinced that Manitoba Telecom Services had actually promised to convert itself into an income trust. And then what does the telco do? Transforms itself into Canada’s third-largest telecommunications company by dropping $1.7-billion on Allstream — the restructured and parent-free AT&T Canada.

In 2004, shareholders weren’t going to take this sort of initiative lying down. Enterprise Capital Management, which owns about 5% of MTS, asked the TSX to force an MTS shareholders’ vote on the acquisition. Highfields Capital Management, one of the largest MTS shareholders, publicly called the Allstream transaction “a thinly veiled charade to satisfy the wishes of an entrenching management over the interests and wishes of a majority of the shareholders.” Highfields suggested that “the only parties supporting the proposed transaction are the managements of MTS and Allstream and their investment bankers promoting the transaction in exchange for large success fees.”

Next came the “marital dispute that should perhaps be heard in family court,” as Ontario Superior Court Justice Peter Cumming referred to the subsequent litigation between MTS and Bell Canada. Even more dissatisfied with the Allstream acquisition than Enterprise and Highfields, Bell, which owned 20% of MTS, sought a court injunction to block the deal, claiming it violated a 1999 agreement between Bell and MTS. Before it was all over, the file involved, among others, lawyers from Torys and Aikins, MacAulay & Thorvaldson onside for MTS; Stikeman Elliott and then BLG, McMillan Binch, and Cravath, Swaine & Moore for Allstream; Davies Ward for Bell; Oslers for Highfields; and Goodmans for Enterprise.

“It was just bizarre,” says Brian Levitt at Oslers. In the end, MTS persevered and the shareholders settled down to watch, for a while at least. According to Mr. Levitt, “The impact of that transaction will take two to three years to play out.” In the meantime, in the year in which dissenting shareholders just about had it all their own way, chalk this one up for management and the board.

CANADIAN, EH? Income trusts are as Canadian as maple syrup, and so, of course, are the telecoms, although Allstream, nominally, is a former Canadian subsidiary of a U.S. company. But who really owns them?

6. JEAN COUTU ENTERS THE BIG LEAGUES

Just as the Internet pharmacy controversy between Canada and the United States reached its peak, Quebec-based Jean Coutu Group added 1,539 U.S. drug stores to its existing 332 Brooks Pharmacies in the U.S. and 320 Canadian outlets to become the fourth-largest drugstore chain in North America. “It was a transformative deal for them,” says Sidney Horn at Stikeman Elliott. Mr. Horn’s assessment surely wins the massive understatement of the year award. The acquisition almost quadrupled the size of Coutu.

Although the headquarters remain firmly in Quebec, the deal transformed what was in 1969 a one-shop operation into a major North American player.

It’s an ambitious and risky move — JC Penney Co. Inc. sold Eckerd to Coutu because the stores were underperforming. The acquisition saddled Jean Coutu with an unaccustomed level of debt. But Coutu is one of that growing number of Quebec companies — including retailer Couche Tarde, which acquired the Circle K chain last year, and CGI Group Inc., which purchased American Management Systems — intent on becoming part of the global (or at least continental) economy, and doing so while remaining in the driver’s seat.

“We’re seeing a number of deals going southbound because the stars are lining up,” comments Sylvain Cossette, a corporate partner in the Montreal office of Davies Ward. “Interest rates are still low, the Canadian dollar is high, and this is helpful to Canadian companies making acquisitions in the U.S.”

CANADIAN, EH? Cross-border deals inevitably raise important long- term issues, irrespective of whether the acquiring company is Canadian or U.S.-based. Yvon Martineau, long-standing Jean Coutu counsel at Faskens, quarterbacked the transaction and retained the U.S. counterpart. Stikeman Elliott and McCarthys got in on the financing. But, in what was for it a divestiture of U.S. assets, JC Penney didn’t bother with Canadian counsel. With the majority of its holdings now in the United States, it is inevitable that more and more of Coutu’s legal work — as well as other issues — will be U.S.-driven.

7. BAIN SNAPS UP SUPERPAGES

When Verizon Communications announced it was selling SuperPages, a dozen suitors immediately queued, including rival Yellow Pages Group. Nevertheless, it was no surprise that the spoils went to Bain Capital. We’ve seen this before. Kohlberg Kravis Roberts & Co. partnered with Ontario Teachers’ and bought Yellow Pages in 2002. Within a year, they turned it into an income fund and then exited by means of an immensely successful, oversubscribed $1.5-billion IPO.

The same thing happened in the United States with Carlyle Group and Welsh, Carson, Anderson & Stowe buying Dex Media from Qwest Communications International Inc., then taking Dex public. If the modus operandi holds, Bain is already working on their exit strategy. They were probably working on it before they opened negotiations with Verizon.

As Jay Swartz, a senior corporate partner at Davies Ward in Toronto points out, “The SuperPages transaction is very much illustrative of a trend, in which large private-equity pools purchase these assets with a view to exiting quickly.” A Davies Ward team, led by Timothy Moran, represented Bain in the transaction.

Fun fact Telus Corp. sold SuperPages to Verizon three years ago for US$520-million. Verizon sold SuperPages to Bain for US$1.985- billion. Not bad.

CANADIAN, EH? Bain is based in Boston. Verizon is a U.S.-based international company. SuperPages is a Canadian asset. So, technically, it’s a Canadian deal. Plus, the big winner legal work- wise was Davies Ward, who will probably get to drive the bus on the income fund conversion and IPO that are bound to follow.

Click here for PART TWO

(Copyright National Post 2005)