Francesca ruf and Sbastien Savage (firms China Practice) 1) ) %) *) how integrated are your teams sources across

s various offices? !""roached Pierre#!ndr $hemens &ow (if at a'') has the norton rose merger with () changed the 'ega' 'andsca"e in canada? +avies is acting as Canadian counse' for ,oog'e -nc. in the "ro"osed ac/uisition of 0otoro'a 0obi'ity for 1S21 .3 bi''ion 3) !cting for 0a"'e ,rou" !c/uisition Cor"oration 4) recent dea's are mining and "harma Team player + driven + integrety ! 5+avies 'awyer5 is inte''igent6 hard#wor7ing6 a team "'ayer and driven6 not for individua' acco'ades or credit6 but in order to advance our c'ients8 interests. +iversity is the 7ey to maintaining 'eading mar7et "ractice Top tier 7 sma''est of seven sisters strong mt' and toronto sti7emans 9 davies

Why Davies
'eading "ractice6 ste''ar re"utaion not :ust in toronto but in montrea' gain so'id e;"erience doing to" mandates highest ratio of "artners to associates of any ma:or Canadian 'aw firm $y"e of firm - can bui'd my "ractice sma''er than your com"etitors uncom"romising commitment to /ua'ity and re"utation for being most commercia''y minded Co''egiate and co''aborative environment se'f#"romotion are counter#cu'tura' and are not to'erated. Similarities with SandM (ur 0<! "ractice is wide'y regarded as the 'eading "ractice of its 7ind in Canada. sma'' dea' team use for com"'e; transactions arent the chea"est o"tion # grown organica''y not si=e at a'' costs de'iver /ua'ity advise across a'' "rafctice grou"s Clients >arric7 ,o'd Cor"oration 0o'son brothers

 $emase7 &o'dings -nternationa' strategy new office which actua''y "ratices 1S not mere'y a cheer'eading office? affected refera' wor7 from 1S firms for canadian wor7 Lock Box mecanism to move from @nter"rise Aa'ue to @/uity Aa'ue. $here are the traditiona' mechanisms with a com"'etion accounts "rocess or a BCoc7ed >o; whereby the @/uity Aa'ue is 7nown when the dea' is signed6 without invo'ving com"'etion mechanisms. -n addition6 the Coc7ed >o; is viewed as a means of adding certainty of "rice6 and thereby saving time and money associated with "ro'onged "ost#ac/uisition negotiations. -t does this by basing the mechanism off a historica' ba'ance sheet where a'' items of debt6 cash and wor7ing ca"ita' are 7nown at the date of signing. $his contrasts to a standard com"'etion mechanism where the amounts of cash6 debt and wor7ing ca"ita' are not 7nown unti' after com"'etion. $his @/uity Aa'ue re"resents the debt#free and cash#free "rice after ad:ustment to ref'ect e;terna' debt and cash in the Coc7ed >o; ba'ance sheet6 a 'eve' of wor7ing ca"ita' at the Coc7ed >o; date com"ared to the >idders assessment of the Bnorma' 'eve' of wor7ing ca"ita' to be agreed u"on by both "arties for the "ur"ose of "ricing6 and some other indebtedness or due di'igence findings re'ating to historica' trading resu'ts at the cost of the Se''er. $his @/uity Aa'ue is then s"ecified in the SP!. $here is no "ost#com"'etion mechanism and no com"'etion accounts are "re"ared6 thereby removing the cost'y com"'etion accounts "rocess and "ost# com"'etion "rice ad:ustments. $he Se''er warrants that6 between the Coc7ed >o; ba'ance sheet date and the com"'etion date6 no BCea7age of va'ue from the $arget to the Se''er wi'' occur (other than Permitted Cea7age6 as agreed by both "arties). Cea7age broad'y re"resents cash f'ows or other va'ue transfers to the benefit of the Se''er6 such as dividends6 management charges6 other "ayments to or for the benefit of other members of the Se''er grou"6 waivers of amounts due from the Se''er to the $arget6 etc. >uyers wi'' in a 'ot of cases drive their target business va'uation off a maintainab'e 'eve' of @>-$+!. !s the term suggests6 @>-$+! is ca'cu'ated Bbefore any cost re'ated to the financia' structuring of the target business. $herefore any debt andDor cash free'y avai'ab'e in the business resu'ts in an ad:ustment of the >uyers va'uation.