Morneau Shepell Completes Acquisition of LifeWorks Corporation Ltd. and Concurrent Offering
Goodmans LLP 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.
Featured Work
-
Capital Markets
Saba Capital reaches agreement with Citadel Income Fund
Goodmans LLP acted for Saba Capital Management, L.P. in relation to its agreement with Citadel Income Fund and its manager, Artemis Investment Management Limited following a protracted dispute… -
Mergers and Acquisitions
Luxor Capital files proxy statement to oppose Ritchie Bros.' value-destructive merger with IAA
Goodmans LLP acted for Luxor Group Capital, LP in connection with its opposition to proposals to be presented at the upcoming special meeting of RBA shareholders relating to RBA’s proposed merger with… -
Mergers and Acquisitions
Maple Leaf Foods to spin off pork business into new company
Goodmans LLP is acting for McCain Capital Inc. and the McCain family, the largest shareholder of Maple Leaf Foods Inc., in connection with Maple Leaf Foods’ proposal to separate into two independent… -
Mergers and Acquisitions
Scholastic closes investment in 9 Story Media Group
Goodmans LLP advised 9 Story Media Inc. in the acquisition by Scholastic Corp. of 100% of the economic interest and a minority of voting rights in 9 Story for C$250 million from ZMC and other sellers… -
Mergers and Acquisitions
Primo Water and BlueTriton agree to merge
Goodmans LLP is advising Primo Water Corporation in its definitive agreement to merge with an affiliate of BlueTriton Brands, Inc., to create a leading North American pure-play healthy hydration… -
Restructuring
Contract Pharmaceuticals CCAA proceedings and sale to Aterian Investment Partners
Goodmans LLP acted as counsel to Contract Pharmaceuticals Limited and its affiliates in connection with their CCAA proceedings and other restructuring…