Davies

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• Acted for Fronteer Gold Inc. in connection with its $2.3-billion acquisition by Newmont Mining Corporation. The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.

• Acted for Ventana Gold Corp. in connection with the unsolicited $1.5-billion takeover bid by an affiliate of Eike Batista for all of the outstanding Ventana shares, which ultimately resulted in a supported transaction at a higher price.

• Acted for ING Groep N.V. in the sale of its entire 70% stake in ING Canada Inc. through a public offering and a concurrent private placement of shares of ING Canada for gross proceeds of $2.2 billion.

• Acted as Canadian counsel for Reuters Group PLC in its dual-listed company merger with The Thomson Corporation to create Thomson-Reuters in a transaction valued at US$17.6 billion, creating the first Canadian dual-listed company structure.

• Acted for Barzel Industries Inc. (formerly Symmetry Holdings Inc.) in its acquisition of Novamerican Steel Inc. for a purchase price of US$585 million. This transaction was only the second time that a US special purpose acquisition company ("SPAC") acquired a US public company.

• Acted for Onex Corporation on financing matters in connection with Onex's acquisition of Eastman Kodak Company's Health Group, renamed Carestream Health, Inc., in a transaction valued at US$2.35 billion.

• Acted for EdgeStone Capital Partners in the formation of EdgeStone Capital Equity Fund III, an $800-million private equity fund.

• Acted for KGHM Polska Miedz S.A., one of Poland's leading companies and Europe's largest copper miner, in its $2.87-billion acquisition of Quadra FNX Mining Ltd.

• Acting for Global Railway Industries Ltd. in the sale of its operating subsidiary, CAD Railway Industries Ltd.

• Acted for EdgeStone Capital Partners in connection with the US$415 million sale of Continental Alloys & Services, Inc. to Reliance Steel & Aluminum Co.

• Acted for Onex Corporation in connection with the refinancing of $1.85 billion in term loans and $150 million in revolving loans relating to its subsidiary Carestream Health, Inc.

• Acted for Cadillac Fairview Finance Trust, an affiliate of Ontario Teachers' Pension Plan Board, in its private placement of $1.25 billion principal amount of 3.24% Series A Debentures due 2016 and $750 million principal amount of 4.31% Series B Debentures due January 25, 2021.

• Acted for Rogers Sugar Income Fund and Rogers Sugar Inc. in the conversion of Rogers Sugar Income Fund to a corporate structure by way of plan of arrangement.

• Acted for a syndicate of underwriters co-led by BofA Merrill Lynch and TD Securities in connection with a $500-million private placement in Canada of 3.95% Series A senior unsecured notes issued by Molson Coors International LP and guaranteed by Molson Coors Brewing Company and certain of its U.S. and Canadian subsidiaries.

• Acted for Fronteer Gold Inc. in its $281-million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.

• Acted for Xstrata Canada Corporation in its proposed acquisition of Noranda Income Fund.

• Acted for Shaw Communications Inc. in its $2-billion acquisition through Companies' Creditors Arrangement Act proceedings of the conventional and specialty television business of Canwest Global Communications Corp., now known as Shaw Media.

• Acted as Canadian counsel for an affiliate of Apollo Global Management, a leading global alternative asset manager, in connection with the proposed acquisition of Cedar Fair LP, a publicly traded partnership and one of the largest regional amusement park operators in the world, in a transaction valued at approximately US$2.4 billion.

• Acted as Canadian counsel to ING Groep N.V. in the transfer of a portion of the business of the Canadian branch of its subsidiary, ReliaStar Life Insurance Company, to Reinsurance Group of America, Incorporated.

• Acted for Northleaf Capital Partners in the transition from an operationally independent TD Bank subsidiary to a fully independent global private equity firm. Northleaf's predecessor, TD Capital Private Equity Investors, was the private equity fund of funds and co-investment arm of TD Bank Financial Group, one of North America's leading financial institutions.

• Acted for Barzel Industries Canada Inc. (formerly Novamerican Steel) in its cross-border restructuring proceedings involving independent proceedings under the Companies' Creditors Arrangement Act run in parallel concert with U.S. Chapter 11 proceedings for the U.S. parent company and U.S. subsidiaries and implementing a cross-border "stalking horse" sale agreement, cross-border bidding and auction process and closing of such sale within 65 days of the initial filing.

• Acted for Onex Corporation and Celestica Inc. in the $113.3-million sale by Onex and certain of its affiliates of 11 million Celestica subordinate voting shares to a syndicate of underwriters led by CIBC World Markets Inc.

• Acted for Glencore Finance (Bermuda) Limited in connection with a US$250-million backstopped rights offering by Katanga Mining Limited, qualified by way of a short form prospectus filed in each of the provinces and territories of Canada.

• Acted for The Cadillac Fairview Corporation Limited with respect to its purchase of a 49% interest in the Queens Center Mall in New York City from The Macerich Company in a deal valued at approximately US$150 million.

• Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.

• Acted for Rogers Communications Inc. in its US$1.75-billion underwritten public offering of debt securities, consisting of US$1.40 billion aggregate principal amount of 6.80% senior notes due 2018 and US$350 million aggregate principal amount of 7.50% senior notes due 2038, made in the United States pursuant to the Multi-jurisdictional Disclosure System.

• Acted for BHP Billiton in its $274-million all-cash acquisition of Anglo Potash Ltd. by way of a plan of arrangement.

• Acted for Jinchuan Group Ltd., a Chinese state-controlled corporation and the largest producer of cobalt, nickel and platinum group metals in China, in its $214-million all-cash takeover bid for Tyler Resources Inc.

• Acted for TPG Partners V LP in connection with its acquisition of Axcan Pharma Inc. in an all-cash transaction valued at US$1.3 billion.

• Acted for Global Alumina Corporation in connection with the formation of a joint venture with BHP Billiton, Dubai Aluminium Company and Mudabala Development Company for the development of an alumina mining and refinery project in the Republic of Guinea.

• Acted for Xstrata plc in connection with the establishment of its US$6-billion Euro Medium Term Note Programme.

• Acted for Xstrata plc in connection with its 144A US$500 million offering of 6.9% notes due 2037. The notes were offered by Xstrata Finance (Canada) Ltd., a subsidiary of Xstrata and guaranteed by Xstrata and certain of its subsidiaries.

• Acted for private equity fund EdgeStone Capital Equity Fund III, L.P. in its acquisition and subsequent divestiture of an equity interest in Motion Picture Distribution LP, the former motion picture distribution arm of Alliance Atlantis Communications Inc.

• Acted for private equity fund EdgeStone Capital Equity Fund III, LP in its $70-million negotiated takeover bid for Stephenson's Rental Services Income Fund.

• Acted for the Special Committee of Dynatec Corporation in the negotiated sale of Dynatec to Sherritt International Corporation by way of a share exchange plan of arrangement in a transaction valued at $1.6 billion.

• Acted for Agnico-Eagle Mines Limited in its negotiated share exchange takeover bid for Cumberland Resources Ltd. valued at $710 million.

• Acted for Onex Corporation on Canadian tax matters in connection with the attempted takeover of Australia's largest airline carrier, Qantas, by a consortium including Onex in a transaction valued at $10.2 billion that would have given Onex 12.5% of the airline.

• Acted for Global Alumina Corporation in connection with the establishment of interim credit facilities in the amount of US$100 million.

• Acted for Xstrata plc in connection with its US$2.25-billion 144A note offering.

• Acted for Tim Hortons Inc. in its spin-off from Wendy's International, Inc. valued at $4.6 billion.

• Acted for TD Capital Private Equity Investors in connection with the formation of a fund to invest $400 million on behalf of Canada Pension Plan Investment Board in mid-sized Canadian buyout funds and Canadian venture capital funds.

• Acted as special counsel to Tim Hortons Inc. in its $900 million initial public offering by Wendy's International, Inc. on the TSX in Canada and the NYSE in the United States.

• Acted for private equity firm EdgeStone Capital Partners in the sale of the firm to GMP Capital Trust.

• Acted for Trizec Canada Inc. and as Canadian counsel to Trizec Properties, Inc., one of the largest publicly traded REITs in the United States (and 38% owned by Trizec Canada), in their strategic auction, ultimately culminating in Brookfield Properties Corporation acquiring Trizec Canada in an all-cash plan of arrangement and Trizec Properties in a parallel US cash-out merger. The combined transaction was valued at US$8.9 billion.

• Acted for Xstrata plc in its unsolicited takeover bid for Falconbridge Ltd. valuing Falconbridge at $24.1 billion. At the time of announcement, this transaction was the largest unsolicited takeover bid ever made in the global mining sector and its successful completion made Xstrata the world's fifth-largest mining company.