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Goodmans Deals & Cases

This section contains brief summaries of selected significant cases and transactions.  You'll also find representative lists  - by year - of major transactions and cases where Goodmans' involvement is a matter of public record or where inclusion in the list has been authorized by our clients.

Morneau Shepell Completes Acquisition of LifeWorks Corporation Ltd. and Concurrent Offering

2018

Areas Banking and Finance Law, Corporate Finance and Securities, Employment and Labour, Intellectual Property , Mergers and Acquisitions, Tax

Summary

Goodmans represented LifeWorks Corporation Ltd. (LifeWorks) in Canada in connection with Morneau Shepell Inc.'s (TSX: MSI) (Morneau Shepell or the Company) acquisition of all of the outstanding shares of LifeWorks for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares. 

In conjunction with the acquisition, Goodmans also represented Morneau Shepell in its debt financing and bought deal offering. Morneau Shepell completed a bought deal offering of 8,701,000 common shares of the Company ("Common Shares"), which included the exercise in full of the over-allotment option of 791,000 Common Shares, for total gross proceeds of $231,011,550, which proceeds were used to fund a portion of the purchase price payable in the acquisition. The Common Shares have been issued in lieu of subscription receipts as a result of the closing of the acquisition occurring contemporaneously with the closing of the offering. 

The offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc.  Pursuant to the acquisition, the Company also issued 1,194,847 Common Shares to LifeWorks executives.  The balance of the acquisition was financed pursuant to an amended and restated credit facility (the "Amended and Restated Credit Facility") arranged by National Bank Financial Inc. and underwritten by National Bank of Canada. The Amended and Restated Credit Facility amends and restates the Company's pre-existing $300 million four-year credit facility and provides a $500 million five-year revolving credit facility. 

Morneau Shepell is a leading provider of employee and family assistance programs, the largest administrator of retirement and benefits plans and the largest provider of integrated absence management solutions in Canada. With more than 4,000 employees in offices across North America, Morneau Shepell provides services to organizations across Canada, in the United States and around the globe. 

LifeWorks is an employee well-being business which combines employee assistance, wellness, recognition and incentive programs in the United States, Canada, Australia and the United Kingdom. Formed in 2016 as a result of a joint venture between Work Angel Technology Limited and Ceridian HCM Holding Inc., LifeWorks serves over 4,200 employers across 57 industries. LifeWorks employs a workforce of more than 500 people, and has access to a worldwide network of 24,000 qualified counsellors, certified coaches and specialized professionals across a variety of disciplines.