Jay M. Hoffman

Associé

Toronto

Disponible en anglais seulement

Bureau

416.595.8508

[email protected]

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Secteurs et Expertises

Biographie

ADMISSION AU BARREAU

Ontario, 1987

Formation

LL.B., University of Windsor, 1985
MBA, University of Windsor, 1983
B.Sc., University of Toronto, 1980

Langues

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Jay Hoffman is the Chair of the National Business Law Group and an Executive Committee member. He was previously the leader of the National Corporate, Mergers and Acquisitions, and Securities Practice. With over 25 years of experience, Jay focuses on merger and acquisition and capital markets transactions, as well as providing advice on corporate governance matters. His clients include public and private corporations, board committees, financial advisors, and private equity funds. Jay has experience with transactions in the mining, real estate, technology, manufacturing, transportation, broadcasting, defence, pharmaceutical, healthcare, and financial services sectors. Jay is actively involved in various continuing education programs and is a frequent speaker at seminars and law schools.

Jay has contributed to various publications on corporate and securities law and corporate governance matters.

Jay’s affiliations include the Institute of Corporate Directors, the Association for Corporate Growth, the Canadian Bar Association, and the International Bar Association. Additionally, he has been recognized in The Best Lawyers in Canada, The Canadian Legal Lexpert Directory, and Who’s Who Legal for his excellence in mergers & acquisitions law, securities law, and corporate law.

Engagement

Reconnaissance

The Best Lawyers in Canada, Mergers & Acquisitions Law, 2018 – 2025; Securities Law, 2016 – 2025; Corporate Law, 2022-2025
The Canadian Legal Lexpert Directory – Corporate Finance & Securities, 2018 – 2019; Mergers & Acquisitions, 2021-2024
Who’s Who Legal: M&A and Corporate Governance, 2017 – 2019

Leadership éclairé

Corporate Governance – International Series, Canada Chapter, Sweet & Maxwell/Thomson Reuters, 2015
The Finkelstein Decision: OSC Provides Clarity on Insider Trading and Tipping Proceedings, Securities Practice Notes, April 2015
Directors’ and Officers’ Liability Best Practices Guideline, Miller Thomson, 2015
Business Laws of Canada, Securities Law Chapter, West (a Thomson Reuters business), 2015
Takeover Bids Directive Assessment Report to the European Commission, Canadian Material, Centre for European Policy Studies, 2012
Empty Voting – Waiting for a Regulatory Response, Securities Practice Notes, Fall 2012
Secret Proxy Fights: Is Your Board About to be Replaced Without Your Knowledge? Advance Notice By-laws May Save the Day, Securities Practice Notes, Fall 2012
Quoted in “Canada’s rejection of Petronas throws spotlight on takeover laws”, Reuters, 2012
Adjusting to the OSC’s new goals, Corporate Secretary, 2012
Advising Special Committees – When Can Regular Internal or External Counsel Act, Law Society of Upper Canada, 2012
Court Approval of Plan of Arrangement: The Magna Decision, Securities Practice Notes, Winter 2011
New Directions in Canadian Rights Plans – But Which Way?, Securities Practice Notes, Summer 2010
Shareholder Rights Plans, Securities Practice Notes, Winter 2010
Recent Developments of Importance in Corporate Commercial Law, The 2010 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, 2010
A New Regulatory Approach to Shareholders Rights Plans, Canadian Corporate Counsel Association Magazine, 2010
Certicom v. RIM: Impact of a Confidentiality Covenant on an Unsolicited Takeover Bid, 2009
Canada’s Asset Backed Commercial Paper Restructuring: 2007-2009, Banking & Finance Law Review, 2009
Security Holder Approval Required by TSX for More Public Company Acquisitions, Securities Practice Notes, Fall 2009
OSC’s HudBay Decision Questions the Use of Fairness Opinions by Financial Advisors Compensated with Success Fees, 2009
TSX Approves Special Purpose Acquisiton Corporations, 2009
Recent Developments in Canadian Corporate Law, Lexpert, 2009
Climate Change: Canadian Public Company Disclosure Requirements, 2008
Cross-Border Mergers and Acquisitions: A Tool Kit for Northbound Acquisitions, Mergers & Acquisitions, 2008
Canadian Asset – Backed Commercial Paper Crisis, Charities and Not-for-Profit Newsletter, September 2007

Mandats importants

Jay Hoffman has acted as counsel for:

Public M&A

The board of directors of HSBC Bank Canada in connection with its $13.5 billion sale to Royal Bank of Canada
Visa Canada Corporation, which provided financial support to Air Canada together with The Toronto-Dominion Bank (TD) and Canadian Imperial Bank of Commerce (CIBC) in connection with Air Canada’s acquisition of Aimia Canada Inc., owner and operator of the Aeroplan loyalty business, in a transaction valued at approximately $2.4 billion. Visa also entered long-term agreements with TD and CIBC to continue as network partner for credit cards issued under Air Canada’s new loyalty program.
Oromin Explorations, a TSX listed gold exploration company with a joint venture interest in assets in Senegal, in connection with an unsolicited cross-border share for share takeover bid by Teranga Gold Corporation which was ultimately supported by Oromin at an improved share exchange ratio.
Cangene Corporation, a TSX listed biopharmaceutical and biodefense manufacturer, in connection with the acquisition of all of its outstanding shares by Emergent Biosolutions Inc. for US $222 million by way of a plan of arrangement.
Inter-Citic Minerals, a TSX listed gold exploration and development company with its assets in China, in connection with a strategic auction resulting in a $250 million acquisition of all of its shares by Western Mining Group, a Chinese state owned mining company, by way of a plan of arrangement.
The special committee of the boards of directors of the VenGrowth Funds in connection with a strategic auction resulting in a $400 million merger with Covington and the successful defence of a hostile proxy contest by GrowthWorks designed to block the merger with Covington, including a successful application before the Ontario Securities Commission to cease trade the initial solicitation of proxies by GrowthWorks.
The special committee of the board of directors of Economical Mutual Insurance Company in connection with its successful defence of a hostile proxy contest for control of the Economical Board related to the proposed demutualization of Economical.
Economical Mutual Insurance Company in connection with a dual track process to demutualize involving a search for a demutualization sponsor.
The special committee of the board of directors of The Homewood Corporation in connection with an unsolicited takeover bid by Callisto Capital and a white knight supported bid for $135 million by Schlegel Health Care.
Inter-Citic Minerals (a TSX listed company) in connection with a 19% strategic investment by Zijin Mining (a Chinese gold mining company), and a related voting trust, standstill and pre-emptive right agreements.
Alabama Graphite Corp., (TSX-V:CSPG) in the acquisition of all of its issued and outstanding common shares by Westwater Resources, Inc., pursuant to a plan of arrangement.
PT Healthcare Solutions, a Canadian private company, in connection with a 26% strategic investment by Quindell Portfolio PLC, a London Stock Exchange listed company, in consideration for freely tradeable shares of Quindell and put/call rights to trigger an acquisition by Quindell of the outstanding shares of PT Healthcare on a share for share exchange.
An interested party in the $2.3 billion acquisition of Alliance Atlantis Communications Inc. by CanWest Global Communications Corp. by way of plan of arrangement.
The acquiror in connection with a cross-border unsolicited bid for an interlisted uranium and nickel mining company.
The special committee of the board of directors of an integrated oil sands corporation in connection with a $700 million transaction.
The special committee of the board of directors of a transportation company in connection with a review of its strategic options and approaches by a number of potential acquirors.
Numerous boards of directors of target corporations in connection with unsolicited acquisition proposals by potential acquirors.
Pinnacle International Lands, Inc. in its acquisition of Lorus Therapeutics Inc. by way of plan of arrangement.
The financial advisor to PWC Capital Inc. in connection with amendments to the terms of its Class B Preferred Shares.
The financial advisor to PWC Capital Inc. in connection with its recapitalization and merger with Versabank, a branchless and digital Canadian Schedule 1 chartered bank, by way of an amalgamation under the Bank Act (Canada).
The financial advisor to Lundin Mining Corporation in connection with its proposed $9 billion merger with Inmet Mining Corporation by way of plan of arrangement and a subsequent unsolicited takeover bid by Equinox Minerals for the shares of Lundin.
The financial advisor to Lundin Mining Corporation in connection with its $932 million acquisition of Rio Narcea Gold Mines Ltd.
The financial advisor to Palmarejo Silver and Gold Corporation in connection with its $1.1 billion acquisition by Coeur d’Alene by way of plan of arrangement.
The financial advisor to Arius Research Inc. in connection with its $191 million acquisition by Roche by way of plan of arrangement.
The financial advisor to Pulse Data Inc., the target of a $120 million unsolicited take-over bid by Seitel, Inc.
The financial advisor to Aurelian Resources Inc., the target of a negotiated share exchange take-over bid by Kinross Gold Corporation.
The financial advisor to East Asia Minerals Corporation in connection with the $83 million sale of its Mongolian subsidiary to Areva NC.
A principal shareholder in connection with the sale of its $80 million control block of Softchoice Corporation.
Conexant Systems, Inc., a U.S. public company, in connection with the spinout of certain of its assets and the collapse of an Exchangeable Share structure established in connection with a prior Canadian acquisition.
Canadian Pacific Limited in its reorganization to create Canadian Pacific Railway Company by way of a plan of arrangement including a consent solicitation to approve changes to the U.S. dollar debt and conversion or purchase of Perpetual Consolidated Debenture Stock issued without a trust indenture and with interest payable in U.S. gold coin.
A U.S. investment funds manager in connection with its investment in a TSX listed closed-end investment corporation and advice regarding strategic alternatives, including a shareholder proposal and a possible take-over bid for the shares of the closed-end fund.

Private M&A

Myers Industries Inc., a NYSE listed manufacturer of polymer products, in connection with its US $157 million acquisition of substantially all of the assets of Scepter Corporation, a Canadian manufacturer of plastic moulds material handling products.
Dealer Tire, LLC, which manages replacement tire and parts programs for more than 20 automotive OEMs, in the acquisition of the assets of Dealer Tire Canada by Groupe Touchette Inc., and with respect to the negotiation of a long-term Technology Services Agreement between the companies.
WISI Communications GMBH & Co. KG, a provider of broadband reception and distribution technologies, in its acquisition of a majority of the shares of Inca Networks, a provider of video delivery solutions for linear and multiscreen TV content.
Hologic, Inc., a leading manufacturer and marketer of medical devices, in connection with its $85 million (plus a two year earn out) acquisition of Sentinelle Medical Inc. by way of plan of arrangement.
US-based Key Knife Inc., a manufacturer of custom chipping, flaking, and planning solutions for the global wood products industry, in its cross-border acquisition of Haskins Industrial Inc., a Canadian power tool manufacturer.
The Creative Planogram Company, Canada’s leading marketer and distributor of quality, on-trend impulse products servicing over 7,000 retail locations, in its acquisition by a Canadian subsidiary of US-based SRP Companies.
A joint venture party in connection with a North American logistics and electronic commerce joint venture among four multinational manufacturing companies with a similar distribution base.
Northrop Grumman Systems Corporation in the auction and sale of its Canadian Navigation and Space Sensors business to L-3 Communications Corporation and a related reorganization and supply arrangements.
A U.S. based financial institution in a proposed acquisition from a securitization vehicle of a portfolio of secured loans.
British Broadcasting Corporation in its joint venture with Discovery Communications and Netstar to establish the Animal Planet specialty television channel and its joint venture with Alliance Atlantis Communications to establish the BBC Kids specialty television channel.
Iceberg Media in its purchase of assets from Chum Limited and a related advertising rights agreement in consideration for privately placed shares in the capital of Iceberg Media.
Iceberg Media in its strategic alliance with Universal Music Canada, including a license to stream Universal sound recordings, and a related private placement of shares and warrants in the capital of Iceberg Media.
Rockwell International Corporation and Rockwell Collins, Inc. in the reorganization and spin out of Rockwell Collins to public holders of Rockwell International shares.
Rockwell Automation in its acquisition of assets and sale of its shares of Dynapro Systems Inc.
Rockwell Automation Canada in its reorganization to separate its Automation Control Systems and Power Systems businesses in Canada.

Private Equity

Lindstrom LLC, a master distributor of specialty fasteners and a portfolio company of Harbour Group, in its acquisition of Stelfast, Inc., a master distributor of specialty parts.
Marshall Excelsior Co., a US portfolio company of Harbour Group, a privately owned, operations-focused company based in St. Louis, Missouri, in its cross-border acquisition of BASE Engineering, Inc., a company based in New Brunswick that designs and manufactures high-quality remote, automated emergency shutdown and operational controls for the liquefied petroleum gas (LPG) and refined fuels industries.
Accella Performance Materials, a portfolio company of Arsenal Capital Partners, in connection with its acquisition of substantially all of the assets of Premium Spray Products Canada LP, a manufacturer of spray foams for insulation and roofing.
Royal Adhesives & Sealants, a portfolio company of Arsenal Capital Partners, in connection with its acquisition of substantially all the assets of Chemque, a supplier of polyurethane foams and adhesives.
A U.S. private equity firm in connection with the sale of its $105 million ownership interest in Convedia Corporation to RadiSys Corporation by way of plan of arrangement.
A U.S. private equity firm in a cross-border acquisition of a water valve manufacturing division of a U.S. public company.
A U.S. venture capital group in its investment in a Canadian software company and a related marketing agreement.
A Canadian private equity firm in connection with the creation of a cross-border fund.
A U.S. venture capital firm in its investment in a U.S. technology company with an operating subsidiary in Canada including the structuring of a capital and governance structure that preserves the rights of the U.S. investors and ensures the Canadian entity becomes a Canadian controlled private corporation.
A Canadian based manufacturer of plastic compounds in its negotiations with several merchant banks and an equity investment by BMO Equity Partners.

Corporate Governance / Investigations / Shareholder Disputes

Numerous family-owned and other closely held private companies on shareholder arrangements, governance and succession matters.
Numerous special committee engagements.
Special Committee investigations.
Numerous shareholder disputes.
A Canadian reporting issuer and its board regarding an oppression action by a shareholder group based, in part, on allegations of insider trading by a major shareholder just prior to a press release announcing a public offering by the issuer.

Capital Markets, Securities Regulatory & Other

Issuers and underwriters in numerous public offerings and private placements by Algoma Steel, ATS Automation Tooling, Canadian Pacific, Getchell Gold Corporation, Hudson’s Bay Company, Iceberg Media, Just Energy Group, Russel Metals, Suncor and Thomson Corporation.
A committee of noteholders in connection with the restructuring of the $32 billion market for Canadian Structured Asset-Backed Commercial Paper.
Algoma Steel Inc. in a series of domestic and cross-border equity and high yield debt offerings under the MJDS System totalling approximately $600 million.
A control block holder of an offshore U.S. listed company in a proposed monetization of its Exchangeable Shares in a Canadian subsidiary of the public company and Ordinary Shares and American Depositary Shares of the public company using a costless collar and a loan and advice in connection with the assessment of proposals of investment banks bidding on the transaction.
An international U.S. based insurer in the structuring and documentation of a retirement compensation arrangement structure and a related secured lending program.
The equity derivatives groups of three Canadian financial institutions regarding various equity derivatives, equity monetization transactions and TSX trading rules.
A Canadian broadcaster in connection with an OSC investigation regarding an advertisement of securities transmitted by the broadcaster.

Adhésions et affiliations

Former Member of the Advisory Board of the Canadian General Counsel Awards
Institute of Corporate Directors
Association for Corporate Growth
The Alliance of Merger & Acquisition Advisors
Canadian Bar Association
International Bar Association

Jay M. Hoffman

Secteurs et Expertises

SECTEURS

EXPERTISE

Biographie

ADMISSION AU BARREAU

Formation

Langues

Team Heading

Transactions et mandats

Conseillers juridiques du Harbour Group en lien avec la vente de Marshall Excelsior Company à Dover Corp pour la somme de 395 millions de dollars américains

ALTEN acquiert QA Consultants, ajoutant ainsi des capacités indépendantes d’ingénierie de la qualité logicielle à son portefeuille de services

Strategic Retail Partners (SRP) acquiert Distributions Franco

Perspectives juridiques

Fusions et acquisitions au Canada : tendances et perspectives T3 2024

Nouvelles

Nos avocats se démarquent dans les éditions spéciales de Lexpert 2024

Miller Thomson crée le groupe Technologies, propriété intellectuelle et protection de la vie...

Engagement

Reconnaissance

Leadership éclairé

Mandats importants

Adhésions et affiliations

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