McMillan also legal counsel this week
TransAlta Corp to acquire TransAlta Renewables for $1.38 billion
Electric utility TransAlta Corporation and TransAlta Renewables Inc. (RNW) entered into an agreement under which TransAlta Corp will acquire shares of RNW it does not already own in a deal valued at $1.38 billion.
Norton Rose Fulbright Canada LLP is serving as legal counsel and RBC Capital Markets as financial advisor to TransAlta Corp.
Stikeman Elliott LLP is serving as legal counsel and NBF and TD as financial advisors to RNW Special Committee.
The merger will create a unified, large-scale clean energy company with a diversified portfolio of wind, hydro, solar, storage and natural gas generation assets.
“With the execution of our Clean Electricity Growth Plan well underway, it is clear that the strategies of both TransAlta and RNW have converged,” said TransAlta Corp president and CEO John Kousinioris. “The combined company's greater scale and enhanced positioning will drive benefits and unlock value for all of our shareholders. The combination of the two companies will be underpinned by a single strategy that provides greater clarity to investors and will support future growth.”
“We are pleased to announce that this transaction provides RNW shareholders with an immediate premium and greater growth and cash flow certainty going forward,” said RNW Board of Directors Chairperson. “It resolves significant risks associated with maintaining RNW's current dividend level given challenges with RNW's cash available for distribution due to near-term contract expiries, significant increases to cash taxes and other factors.”
The deal is expected to close early in the fourth quarter of 2023, subject to regulatory approvals and customary closing conditions.
West Fraser to sell Alberta-based pulp mill to British packaging firm Mondi for $6.6 million
West Fraser Timber Co. Ltd. agreed to sell its unbleached softwood kraft pulp mill in Hinton, Alberta to British sustainable packaging and paper firm Mondi Group for approximately $6.6 million (US$5 million).
McMillan LLP is serving as legal counsel and TD Securities Inc. as exclusive financial advisor to West Fraser.
As part of the deal, West Fraser will continue to supply fibre to the Hinton mill under long-term contract, via residuals from West Fraser's Alberta sawmills.
Mondi announced in a press release that it intends to invest €400 million in the expansion of the Hinton mill, primarily for a new 200,000 tonne per annum kraft paper machine, anticipated to be operational from the second half of 2027.
“This transaction creates a sustainable long-term future for the pulp mill, while maintaining the integrated fibre supply chain in place with West Fraser's operations in the region,” said West Fraser president and CEO Ray Ferris. “The relationship with Mondi puts the Hinton pulp mill in the hands of a global industry leader, with the vision and experience to maximize opportunities for local employees and the community. We look forward to a mutually beneficial long-term relationship with Mondi and our other stakeholders in Alberta.”
“Strategically, we are focused on investing to support the growing market demand for our sustainable packaging products, while delivering attractive mid-teen returns through cycle,” said Mondi CEO Andrew King. “The acquisition of Hinton is an excellent opportunity for us to secure locally produced kraft paper for our bags customers, helping to meet the current and anticipated future growth in demand for industrial and mailer bags in the Americas. This acquisition will also enable us to further strengthen our position as the global market leader in the production of kraft paper and paper bags.”
The deal is anticipated to close towards the end of 2023, subject to customary regulatory clearance.
Dye & Durham to sell TM Group to German investment firm Aurelius for up to $156 million
Dye & Durham Limited, a Toronto-based provider of cloud-based legal practice management software, has agreed to sell TM Group (UK) Limited to Aurelius Group, a German alternative asset investment company, for up to $156 million (£91 million).
Under the agreement, Dye & Durham will receive £50 million in cash at closing, with up to £41 million in potential additional earn-out payments between 2023 and 2026, subject to certain adjustments.
In 2022, Dye & Durham received an order from Britain’s Competition and Markets Authority to divest TM Group on grounds of the regulator’s findings that stated “substantial lessening of competition” in England and Wales as a potential result of Dye & Durham’s acquisition of TM Group.
“We're pleased to enter into this agreement with AURELIUS and put this regulatory process behind us,” said Dye & Durham CEO Matthew Proud. “While TM Group wasn't material to our overall business, it is a profitable organization that will generate additional value in the hands of its new ownership. We plan to seek new M&A opportunities in the UK to continue to scale our business into the world's leading legal technology company.”
The deal is expected to close in August 2023. The transaction has received approval from the United Kingdom's Competition and Markets Authority.
