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Russel Drew

Russel W. Drew

Partner
About

Russel Drew has a corporate commercial practice focused on mergers and acquisitions, corporate finance, securities, private equity and venture capital matters, and both private and public company representation.

Russel has extensive experience advising domestic and international clients on mergers and acquisitions (including both hostile and friendly take-over bids and plans of arrangement), initial public offerings, cross-border acquisitions and divestitures and financings, high yield bond, secondary and private securities offerings, and private equity investments. He has also counselled private and public companies on securities, commercial and corporate governance matters.

Russel has represented many businesses, including investment banks, financial institutions and multi-national corporations, in a broad spectrum of industries including mining, oil and gas, gaming, entertainment, energy, telecommunications, technology, real estate, advertising, transportation, financial services, professional services, real estate and pharmaceuticals. Russel has advised clients on some of the largest and most complex transactions in Canada over the past several years, and he takes pride in providing accurate and timely legal advice that is tempered by strategic thinking and business acumen.

Russel is currently an adjunct professor at the University of Western Ontario Law School where since 2010 he has taught “The Art of the Deal,” a course focused on the negotiation of complex private and public mergers and acquisitions.

Russel has prior experience in regulatory proceedings and negotiations with regulatory authorities and has been seconded to the Ontario Securities Commission Enforcement Branch.

Bar admissionsOntario, 2009

EXPERIENCE

  • Acted for Société BIC (BB:PA) in connection with its acquisition of inkbox ink incorporated, a Canadian-‎based company producing the leading global brand of semi-permanent tattoos.‎
  • Acted for The Coca-Cola Company (NYSE: KO) as M&A counsel in the sale of its Canadian bottling and distribution subsidiary (ranked among the top 10 “Deals of the Year” in Canada by Lexpert magazine in 2018).
  • Acted for Arlington Capital Partners in its acquisition of Ontario-based Everest Clinical Research Inc.‎
  • Represented Aphria Inc. (TSX: APHA and NASDAQ: APHA) in its $5 billion reverse takeover of Tilray, ‎Inc. ‎‎(NASDAQ: TLRY).‎
  • Advised Canadian independent bandwidth infrastructure provider Beanfield Technologies in its ‎acquisition by Digital Colony Capital, Inc.‎
  • Acted for Jerry Jones, owner of the Dallas Cowboys, in connection with his sale of Complexity Gaming ‎‎to GameSquare Esports (CSE: GSQ).‎
  • Acted for Updata Partners in connection in with its investment in Altus Assessments (“Altus”), a Toronto, ‎Ontario-based applicant evaluation and student tracking platform for higher education.‎
  • Represented Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, in its US $1.4 ‎billion ‎‎acquisition of NUVIA.‎
  • Acted for Exelon Corporation (NASDAQ: EXC) in the sale of Steer, one of the ‎fastest-growing ‎specialized ‎electric vehicle subscription businesses (according to proprietary ‎research), to Facedrive ‎Inc. (TSXV: FD).‎
  • Acted for Assured Automotive Inc. in connection with its sale to Boyd Group Income Fund for total proceeds for approximately $193.6 million, subject to closing and post-closing adjustments.
  • Represented Acreage Holdings, Inc. (CSE: ACRG.U) in its USD$3.4 billion arrangement with Canopy ‎Growth.‎
  • Acted for Charlotte's Web Holdings, Inc. ‎(TSX:CWEB, OTCQX:CWBHF)‎ in its acquisition of Abacus ‎Health Products, Inc. (CSE:ABCS) by way of an arrangement.‎
  • Acted for Pack4u in connection with its acquisition of Catalyst Healthcare.‎
  • Acted for Wild Rose Brewery in connection with its sale to Sleeman.‎
  • Represented Difference Capital Financial Inc. (TSX: DCF) in its $110 Million business combination with ‎Mogo Finance Technology Inc. (TSX: MOGO, NASDAQ: MOGO) by plan of arrangement.‎
  • Acting for Trulieve Cannabis Corp. (CSE: TRUL) (OTC: TCNNF) in its proposed US$2.1 billion acquisition ‎of ‎Harvest Health & Recreation Inc. (CSE: HARV, OTCQX: HRVSF).‎
  • Acted for Freshii Inc. (TSX: FRII) in connection with its creation of a dual-class share structure, $144 million initial public offering and TSX listing..‎
  • Acted for MTY Foods (TSX:MTY) in its acquisition of Kahala Brands, the operator of 18 restaurant ‎brands in 27 countries with approximately 2,800 locations, for approximately US$310 million, including ‎US$240 million cash and the issuance of 2,253,930 shares of MTY.‎
  • Acted for Maxwell Technologies, Inc. (NASDAQ: MXWL) in connection with its acquisition of substantially all of the assets and operations of Nesscap Energy Inc. (TSX VENTURE: NCE) by way of a court approved plan of arrangement.
  • Acted for Tamaka Gold Corporation in connection with its acquisition by First Mining Finance Corp. ‎‎(TSX VENTURE: FF) in exchange for the issuance of approximately 92.5 million shares of First Mining ‎Finance.‎
  • Acted for Bonnier Media Group in connection with its sale of Sago Sago Toys Inc. (Sago Mini), Toca ‎Boca AB and Toca Boca Inc. from the Bonnier Group for an undisclosed price.‎
Languages
  • English
Education
  • LL.B., University of Western Ontario, 2008
  • B.A. (Hons.), Dean’s honours list, York University, 2004

Awards

  • Chambers Canada (Corporate/Commercial - Ontario), 2022-2023
  • The Legal 500 Canada (Corporate M&A), 2023
  • Lexpert Rising Stars: Leading Lawyers Under 40 in Canada, 2019
  • Canadian Legal Lexpert® Directory (Corporate Mid-Market), 2021-2022
  • Canadian Legal Lexpert® Directory (Mergers and Acquisitions), Lawyers to Watch, 2019-2020

Media Mentions

MEDIA MENTIONS

Quoted, "On the Deal: The Mineral Bank," Lexpert Magazine, October 2016

Memberships And Affiliations

  • Member, Law Society of Ontario
  • Member, Canadian Bar Association
  • Member, Ontario Bar Association

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