Canadian Quartet Help Grupo Bimbo Grow Up North
UPDATE: 2/13/14, 1:15 p.m. EST. The names of the Torys lawyers advising Grupo Bimbo have been added to the sixth paragraph of this story.
The Canadian legal market has been roiling lately following the sudden collapse of national firm Heenan Blaikie, raising concerns about a slowdown in deal work north of the border.
But Mexican baking giant Grupo Bimbo perhaps put to rest at least some of those fears Wednesday, announcing its nearly $1.7 billion all-cash buy of Canada Bread from Toronto-based Maple Leaf Foods, a deal that has yielded roles for four of Canada’s largest law firms.
Grupo Bimbo, the world’s largest bread maker, also owns Horsham, Pa.–based Bimbo Bakeries USA, whose brands include Entenmann’s and Thomas’ English Muffins. Claudia Coscia, profiled by sibling publication Texas Lawyer in 2006, is head of legal for Bimbo Bakeries, while Luis Miguel Briola serves as general counsel of Grupo Bimbo.
Briola, a former associate at Cleary Gottlieb Steen & Hamilton and White & Case, tapped both firms to handle Mexico City–based Grupo Bimbo’s $958 million acquisition of Sara Lee Corp.’s North American bakery business in 2010. Last year Cleary counseled Grupo Bimbo when it bought the Beefsteak bread business of bankrupt Hostess Brands for $31.9 million.
Reuters reports that in January, Grupo Bimbo beat out private equity bidders KKR and Bain Capital, as well as Georgia-based Flowers Foods, to emerge as the lead suitor for Canada Bread. Grupo Bimbo turned to Toronto-based Torys to advise on its proposed acquisition of Canada Bread, whose board of directors has already approved the sale. The deal expected to close in the second quarter of this year pending regulatory approvals.
Torys corporate head Michael Siltata and M&A cohead Cornell Wright are leading a team from the firm working on the matter that includes tax partner John Unger, pensions and employment chair Mitch Frazer, antitrust cohead Omar Wakil, commercial real estate head David Dell, IP partner Edward Fan, litigation partner Andrew Gray and assoicates Tyson Dyck, Raegan Kennedy, Matt Kuchinsky, Richard Missaghie, Rebecca Moskowitz, Melissa Prado, Thomas Stevenson and Kevin Tuohy.
Leading Canadian firms Stikeman Elliott and Goodmans are representing special committees to the boards of directors at Etobicoke, Ontario–based Canada Bread and Maple Leaf Foods, respectively. Rocco Cappuccitti serves as senior vice president of transactions and administration at Maple Leaf Foods.
Osler, Hoskin & Harcourt corporate partners Michael Innes and Donald Gilchrist have taken the lead transactional role for Maple Leaf Foods on its sale of Canada Bread to Grupo Bimbo. Other Oslers lawyers working on the deal include tax partners Firoz Ahmed and Drew Morier, antitrust partner Shuli Rodal, environmental and regulatory partner Daniel Kirby, employment and labor partner Damian Rigolo, pensions and benefits partner Paul Litner and associates Victoria Au, Robert Hughes and Tara Law. John “Jack” Petch, a former senior partner and vice chairman at Oslers, serves as an independent member of the board at Canada Bread.
Oslers also recently announced that it had picked up a team of privacy and data management lawyers from Heenan Blaikie led by partner Adam Kardash in Toronto. Kardash, a top lawyer in the field in Canada, will lead his new firm's national privacy and information management group.
As for the rest of Heenan Blaikie, after talks broke down between DLA Piper and a large group of the dissolving firm's partners, Am Law 100 rival Dentons has swooped in and agreed to take on more than 20 lawyers, according to The Globe and Mail in Toronto. In reporting on the 2013 financial performance of Dentons' U.S. arm earlier this week, The Am Law Daily noted the firm's interest in certain pieces of Heenan Blaikie, as well as its hire of Ottawa counsel and former Canadian Prime Minister Jean Chrétien.