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CCCA_V3No2_Col-DealDevelop-FIN.qxd:CCCA_V1No2_Col-News-V1.qxd 4/28/09 11:56 AM Page 41 CNPC International Ltd (con’d) AND On the Deal: For CNPC International: Ian Putnam, Christopher Nixon, Jeffrey Elliott, Martin Mix and Veronica Tang (M&A/ Corporate), David Weekes (Tax), Birch Miller (Employment), and Sandy Walker (Competition), Stikeman Elliott LLP. MI Developments Inc. Details: MI Developments Inc. acquired Magna Entertainment Corp. in a deal valued at $180 million. Date: Announced March 5, 2009. On the Deal: For MI Developments Inc.: Davies Ward Phillips & Vineberg LLP. Zoom Media Inc Details: Zoom Media Inc. sold a minority equity position in the company with a Series A financing to ABS Capital Partners for US$30 million. Date: Closed March 5, 2009. On the Deal: Franziska Ruf, Resham Ramchandani, and Kim Le (Corporate), Luc Bernier and Christian Meighen (Tax), Hélène Bussières (Employment) and Michel Legendre (Pension), Stikeman Elliott LLP. Toronto-Dominion Bank Details: The Toronto-Dominion Bank issued 11,000,000 non-cumulative 5-Year Rate Reset Preferred Shares, Series AI carrying a face value of $25 per share for gross proceeds raised of $275 million. The offering was completed by way of a prospectus supplement to TDBFG’s short form base shelf prospectus dated September 29, 2008. Date: Announced March 6, 2009. On the Deal: For Toronto-Dominion Bank: John van Boxmeer, Vice President, Treasury and Balance Sheet Management; Peter Walker, Senior Manager, Capital Finance; Mary Genereux, Manager, Capital Finance; Atif Islam, Senior Counsel, Legal. For Toronto-Dominion Bank: Philip Moore, Wendi Locke, Jo-Anna Brimmer and Matthew Appleby (corpo- rate/securities) and Jerald Wortsman and Mario Abrioux (tax), McCarthy Tétrault LLP. Atif Islam, Toronto-Dominion Bank For the underwriters, led by TD Securities Inc.: Richard Steinberg and Adam Inglis (corporate/securities) and Mitchell Thaw (tax), Fasken Martineau DuMoulin LLP. Japan Uranium Management Inc. Details: Japan Uranium Management Inc. (JUMI) — a consortium comprised of Toshiba Corporation, Tokyo Electric Power Company (TEPCO) and the Japan Bank for International Cooperation (JBIC) — was established as a special purpose entity in British Columbia. The group has agreed to subscribe to a new share issue of 117 million shares in Uranium One (a Canadian-listed pro- ducer and marketer of uranium), a holding of about 19.95%, with a total transaction value of C$270 million. At the end of the trans- action, TEPCO and Toshiba will each hold 40% of JUMI’s shares, and JBIC will hold 20%. Date: Announced March 9, 2009. On the Deal: Anne Hung (Tokyo), Roslyn Tom (New York) and Nurhan Aycan (Toronto), Baker & McKenzie. Harry Winston Diamond Corporation Details: Harry Winston Diamond Corporation, in connection with the strategic investment by Kinross Gold Corporation of US$150 mil- lion, acquired a 19.9% equity stake in the public company and a 22.5% stake in the limited partnership that holds Harry Winston’s 40% participating interest in the Diavik Diamond Mine in the Northwest Territories. Date: Announced March 19, 2009; closed March 31, 2009. On the Deal: For Harry Winston Diamond Corporation: Rob Nicholls, Sean Vanderpol, Ivan Grbesic, Tom Caldwell and Colin Yao (M&A, Securities), and Abas Kanu (Banking), Stikeman Elliott LLP. Cardiome Pharma Corp. Details: Cardiome Pharma Corp. of Vancouver signed a licensing deal with Merck & Co., Inc., worth up to $1 billion if all milestones are met, which would make it the largest licensing deal involving a Canadian life-sciences company. Merck will pay US$60 million up front and provide a $100 million line of credit with an additional $300 million in clinical milestone payments and $340 million in com- mercial milestones, along with tiered royalties if all goes well with the commercialization of the drug vernakalant, which is being investigated as a treatment for atrial fibrillation, an abnormal heart rhythm. Date: Closed April 8, 2009. On the Deal: For Cardiome: James Hatton, Farris, Vaughan, Wills & Murphy LLP. For Merck: Anke Kramer, in-house counsel; Barbara Kosacz, Cooley Godward Kronish. If you would like to see your company’s deals listed in a future edition of Deals & Developments, simply send us the details at gina.fusco@rogers.com, and they will appear in a subsequent issue of the magazine. ÉTÉ 2009 CCCA Canadian Corporate Counsel Association 41