Stikeman Elliott assists in two M&A deals in finance, cannabis sectors

Opentext's deal with UK-based software firm also in deals roundup

Stikeman Elliott assists in two M&A deals in finance, cannabis sectors

Stikeman Elliott advised two M&A deals this week, including Ontario-based ivari’s $325-million sale to a Jamaica-based financial services company. Paul Hastings also advised the ivari deal, while Fasken joined Stikeman Elliott in Aurora Cannabis’s acquisition of controlling interest in British Columbia-based Bevo Agtech Inc. for $59 million (US$45 million). Also included in this deals roundup is Opentext’s acquisition of a UK-based software firm for approximately $7.85 billion (US$6 million).

ivari to sell to Jamaica-based Sagicor for $325 million

ivari, an Ontario-based middle-market individual life insurer with around 700,000 policyholders across Canada, agreed to sell to Sagicor Financial Company Ltd., a Jamaica-based financial services company with a growing presence in the US, for $325 million.

Stikeman Elliott LLP and Paul Hastings LLP are serving as legal counsel to Sagicor, while National Bank Financial is serving as lead financial advisor with J.P. Morgan and RBC Capital Markets as financial advisors.

“ivari is pleased to join the Sagicor Group of companies,” said ivari President and CEO, Todd Lawrence. “ivari is focused on accelerating our growth in the underserved middle-market in Canada and distributes through a strong independent distribution network based on a long history of relationships built on trust. ivari's customers, distribution network and other stakeholders will continue to experience the same level of service they are accustomed to. We are excited by our strong growth prospects and what the future of ivari holds as part of the Sagicor Group of companies."

“The acquisition of ivari transforms Sagicor into a leading North American insurer serving the middle-market in addition to our market leadership in the Caribbean,” said Sagicor Group President and CEO, Dodridge Miller. “We are excited about ivari's leading position in the Canadian market and its focus on improving its customers' financial well-being. Through this acquisition, Sagicor will double the size of its balance sheet and deliver its over 180 years of experience in individual life insurance to the Canadian market.”

The deal is anticipated to close in the next six to 12 months, subject to customary closing conditions.

Aurora Cannabis acquires controlling share in BC-based Bevo for $59 million

Aurora Cannabis Inc. acquired a controlling interest in British Columbia-based Bevo Agtech Inc., the sole parent of Bevo Farms Ltd. and one of the largest suppliers of propagated vegetables and ornamental plants in North America, for approximately $59 million (US$45 million).

Stikeman Elliott LLP served as legal counsel and Lazard Canada Inc. as exclusive financial advisor to Aurora in connection with the transaction.

Fasken Martineau DuMoulin LLP served as legal counsel and Agentis Capital Advisors as exclusive financial advisor to Bevo in connection with the transaction.

Included in the agreement is Bevo’s acquisition of the Aurora Sky facility in Edmonton, Alberta.

“This investment is consistent with both our short-term needs and long-term vision to be the leading global cannabis company,” said Aurora CEO, Miguel Martin. “Bevo's track record in generating not only positive Adjusted EBITDA but free cash flow, world class propagation expertise, and established distribution networks in Canada and the United States makes them an ideal strategic partner. We are also excited about Bevo repurposing Aurora Sky and the potential to expand the scale and scope of their business and saving significant costs previously expected in connection with the wind down and sale of the facility.”

“Since inception, Bevo has taken great pride in utilizing state-of-the-art technology to become a leading plant propagator in North America,” said Bevo President and CEO, Leo Benne. “We are delighted to join forces with Aurora to pursue our high growth strategy, starting with our move into Alberta which allows us to significantly expand Bevo's addressable market. We are incredibly happy that the Aurora team is committed to keeping all of our facilities dedicated to our customer base, and to expanding our operations into Alberta through the addition of the Aurora Sky facility.”

Opentext buys UK-based Micro Focus for $7.85 billion

OpenText agreed to acquire the entire issued and to-be-issued share capital of Micro Focus, a UK-based leading software company, for approximately $7.85 billion (US$6 billion).

Allen & Overy and Cleary Gottlieb Steen & Hamilton are serving as legal counsel to OpenText, while Barclays Bank, BMO Capital Markets Corp, Royal Bank of Canada and Citigroup Global Markets are acting as lead arrangers in connection to the transaction financing.

Slaughter and May and Cravath, Swaine & Moore are serving as legal counsel to Micro Focus, while Goldman Sachs, Numis and Jefferies are acting as financial advisors.

“We are pleased to announce our firm intention to acquire Micro Focus, and I look forward to welcoming Micro Focus customers, partners and employees to OpenText,” said OpenText CEO and CTO, Mark J. Barrenechea. “Upon completion of the acquisition, OpenText will be one of the world's largest software and cloud businesses with a tremendous marquee customer base, global scale and comprehensive go-to-market. Customers of OpenText and Micro Focus will benefit from a partner that can even more effectively help them accelerate their digital transformation efforts by unlocking the full value of their information assets and core systems.”

The deal is expected to close in the first quarter of 2023, subject to certain closing conditions.

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