Mireille Fontaine joined our Commercial Law group in 2023.
With over 30 years’ experience in business law, Mireille practices mainly in the private equity, venture capital, mergers and acquisitions and securities sectors.
Mireille is a seasoned business advisor for clients. She is recognised for her legal and business acumen, her wide-ranging experience, her availability, and her efficiency. She helps our clients achieve and exceed their most ambitious objectives. Working mainly in the above-mentioned sectors, she specialized in cross-border transactions namely between Canada and the United States, as well as France and the United Kingdom. She has become an advisor to international players looking to expand and do business in Quebec and Canada, particularly in the life sciences and technology industries.
Mireille is also a team player who regularly manages multidisciplinary teams in the context of diversified transactions.
Her expertise is recognized in numerous prestigious national and international legal publications such as Best Lawyers in Canada since 2013, Canadian Legal Lexpert Directory since 2009, Who’s Who Legal and Who’s Who International since 2009, Banking, Finance and Transactional Law Expert Guide (2014-2020) and many other notable directories (Martindale-Hubbel, Lawyer 100, Canada, Lawyers Worldwide Awards and “Top 40 under 40”).
Representative work
- Acted as lead counsel for Datatonic Holdings Ltd, a U.K. based company in the context of its acquisition of Montreal Analytics Inc., a Quebec-based company specialized in providing consulting services focused on the strategy, planning, development and implementation of data platforms to growing businesses in the context of a complex exchangeable share structure (2023);
- Acted as Quebec counsel for Epiq Solutions, a portfolio company of The Veritas Capital Vantage Fund, L.P., a leading provider of software defined radio and turnkey radio frequency solutions for governments and enterprises in their acquisition of all of Xiphos Systems Corporation’s assets, which is a provider of high-performance, space-focused computing solutions (2023);
- Acted as lead counsel for PLATFORM Insurance Management Inc., an Ontario corporation, and its subsidiary PLATFORM Quebec Insurance Brokers LTD., a Québec-based company of the PLATFORM group, in their acquisition of all of the issued and outstanding shares in the capital of Kocisko J. Insurance Brokers Inc., a company specialized in the commercial insurance brokerage based in Montreal, Quebec. PLATFORM is a boutique brokerage that delivers specialized insurance and bonding solutions to the Development and Construction community (2023);
- Acted as lead counsel to Clareo Inc. to structure and put in place the investment structure, hybrid acquisitions of clinics and secondary placement platform for dentists’ clinics targeted for acquisitions and proceed to assist the client in the context of numerous acquisitions (2023);
- Acted for Aerial Technologies Inc. in its financing round in secured convertible notes in series 5 preferred shares for a total round of $US 1,964,500 with various investors including Yaletown Innovation Growth Limited Partnership, as lead investor, Fonds Innovexport, S.E.C., TandemLaunch Ventures Aerial Investment I (2022) L.P., Greene Lane Investment, LLC, Telefonica Open Innovation S.L., and others (2022);
- Acted on behalf of RPM International inc. (NYSE: RPM), a U.S.-based multinational corporation, in the course of its acquisition of Entreprises Prostamp Inc., a corporation specializing in the manufacture of various construction parts using stamping, machining and welding processes (2022);
- Acted as lead counsel for Difuze Inc., a Canadian leader in audiovisual content packaging, versioning and delivery, in its acquisition of SpeakEasy DV Inc., a company specializing in video description (2022);
- Acted as lead counsel in Québec for Archimed through MED III in the context of its investment in Corealis Pharma, a North American CDMO, this partnership enabling the Americas’ leading CDMO to formulate oral pharmaceutical dosage and manufacture clinical supplies of growth accelerants (2022);
- Acted as lead counsel for Clareo Inc., Québec’s largest network of dental clinics, in the context of its strategic partnership with the International Dental Institute (IDI) (2022);
- Acted as lead counsel to Marshall Fields International BV, an Amsterdam-based holding company, in its acquisition of CannTrust Equity (2022);
- Acted as lead counsel to Energere Inc. a company specializing in energy efficiency and intelligent street lighting in its sale to Ainsworth Inc., a subsidiary of GDI Integrated Facility Services Inc. (2022);
- Acted as lead counsel in Quebec to Epsilyte Holdings LLC, a leading provider of advanced materials for, namely, building insolation, in its acquisition of StyroChem Canada, Ltd., a leading North American producer of expandable polystyrene (2021);
- Acted as lead counsel to Clareo Inc., the largest domestic network of dental clinics in Québec, in its financial partnership with Walter Capital Partners (2021);
- Acted as lead counsel to EVAH, in relation with the signing of four contracts with Elanco Animal Health Incorporated to acquire and develop technologies in animal health (2021);
- Acted as lead counsel to Clean Biologics SAS, a French biopharmaceutical services company, on its recent acquisition of Biodextris Inc, a Canadian service provider to clients in the vaccine and biopharmaceutical industries (2021);
- Acted as lead counsel to North Sky Capital, general partner of Clean Growth V, L.P., in the context of its investment as limited partner in Persistence Capital Partners (International) III, L.P. (2021);
- Acted as lead counsel to GefCo a Canadian private equity based in Laval, Quebec in its acquisition together with La Corporation Financière Champlain of Naya Waters Inc., a Quebec-based company offering natural spring water of exceptional quality (2021);
- Acted as lead counsel to Lincoln Row Investments, LLC in its investment via KISS in Ditch Labs Inc., a company developing an innovative approach to nicotine addiction treatment, addressing both physiological and psychological addition concurrently, through the use of a proprietary medical device paired to a digital therapeutic application (2021);
- Acted as lead counsel to Angany Inc., a private French-Canadian pharmaceutical company, expert namely in precision medicine against allergies, in its private Series A round of financing (2020);
- Acted as lead counsel to Stathera IP Holdings Inc., a private Canadian technology company, operating in the MEMS (Microelectromechanical system) Timing resonator technology, in connection with an equity financing for a total of US$ 4.8 million, including a major investment by a South Korean multinational conglomerate company (2020);
- Acted as counsel for Medline Industries Inc. in the acquisition of Médi-Select, a Quebec City-based distributor of medical and dental supplies (2020);
- Acted as lead counsel for Aerial Technologies Inc. in its financing round in convertible notes in series 3 preferred shares for a total round of $US 4,225,050 with various investors including Fonds Innovexport, S.E.C., Middlefield Ventures, Inc., Kibo Ventures Innvierte Open Future FCR-PYME, Telefonica Open Future S.L.U., Dragon Capital and others (2020);
- Acted as lead counsel for Humania Assurances Inc. in the sale of Aurrea Signature Inc. to IDC Worldsource Insurance Network Inc., one of Canada’s leading life Insurance Managing General Agencies (2019);
- Acted as counsel for RPM International Inc. (NYSE:RPM) in its acquisition of Logiball Inc., a leading manufacturer of trenchless pipe rehabilitation equipment (2019);
- Acted as lead counsel for Matricis Informatique Inc. in its sale to Alithya Group Inc. (SX: ALYA) (NASDAQ: ALYA) (2019);
- Acted as lead counsel for Prevtec Microbia Inc. in its sale to Elanco Canada (2019);
- Acted as lead counsel for Humania Assurance Inc. in its acquisition of all of the assets of Tour+Med Assistance, Inc. and Multi+Med Inc. (2019);
- Acted as lead counsel for Metrobec Inc. on it’s sale to Triple M Metal L.P. (2019);
- Acted as counsel for TELUS Communications Inc. in its acquisition of Focus Gestion de Flotte et Carburant Inc. (2019);
- Acted as counsel for the controlling shareholders of Momentum Group Limited and AIP Group (Canada) Inc. in their acquisition of Sym-Tech Inc. (2019);
- Acted as lead counsel for an important investor in the IPO of LightSpeed Retail Inc. (2019);
- Acted as lead counsel for CM-CIC Capital as limited partner in the Teralys Capital L.P. and Novacap International Industries V, L.P. (2018 and 2019);
- Acted as counsel for Valent BioSciences LLC in its acquisition of the assets of AEF Global Inc. (2018);
- Acted for Nudura Corporation, a leading manufacturer/distributor of insulated Concrete Forms, on its sale to RPM International Inc. (2018);
- Acted for Aerial Technologies, a pioneer in wireless motion analytics powered by AI, in its raise of an additional US$3 million funding led by Intel Capital (2018);
- Acted for Knox Capital Inc. in its Round A financing (2018);
- Acted as counsel for Panache Ventures in the seed financing of Audible Reality which has developed 3D audio software to deliver high-fidelity spatial sound and AI to analyze and optimize 3D environments (2018);
- Acted as counsel for Panache Ventures in the $2 million pre-seed financing of Doolay.ai in Vancouver, a leader in corporate SaaS Space sales, led by Scale VP Ventures with the participation of Pallasite Ventures and New Avenue Capital (2018);
- Acted as counsel for Tandem Expansion in the sale of nGrain Corporation, a global leader in artificial intelligence and 3D augmented reality software, to mCloud Corp. (2018);
- Acted as lead counsel for Urecon Ltd. in the sale of 49% of its shares to GF Piping Systems, a division of George Fisher AG (2017);
- Acted as lead counsel for Urecon Ltd. and its management in the acquisition of its majority shareholder, Capital Régional et Coopératif Desjardins (2017);
- Acted as counsel for Caisse de depot et placement du Québec (Québec Deposit and Investment Fund) as part of its investment as a major sponsor in the Bain Double Impact Fund, L.P. (2017);
- Acted as lead counsel for Tandem Expansion as part of its reinvestment in Averna Technologies Inc. (2017);
- Acted as lead counsel for Safety Express Ltd. in its acquisition of the company 2848 0440 Québec inc. (doing business as Select Supplies and SelectPro), a distributor of specialized cleaning equipment (2017);
- Acted as lead counsel for Aurrea Signature Inc. in its purchase of a minority share in Karma Assurance, an online insurance sales start-up company (2017);
- Acted as lead counsel for eStruxture Data Centers Inc. in its acquisition of Netelligent Hosting Services Inc. (2016);
- Acted as lead counsel for Kensington Private Equity Fund in the acquisition of Walker Glass Company Ltd. (2016);
- Acted as lead counsel for Biomod Concepts Inc., a company which converts soft materials into skincare product applicators, fragrance dispensers or skin-worn medical devices, in the sale of a controlling position in a Québec company (2015);
- Acted as lead counsel for Tandem Expansion in its acquisition of control of Averna Technologies, a global leader in developing test solutions for electronics and communications manufacturers worldwide (2015);
- Represented Voice Trust Holding Inc., a privately held global voice recognition company, and its Canadian subsidiaries, in connection with the reverse takeover carried out by Delrand Resources Inc. for a total amount of CAD$ 27,000,000;
- Represented Simon Equity Partners in the acquisition of a majority share of Coalision Inc, previously owned by Kilmer Capital Partners, a transaction taking place with other financial investors, including Pelican LP, a company comprising André Desmarais, members of the Hermès family, and Fonds de solidarité FTQ;
- Represented Pediapharm Inc. in its qualifying transaction on the TSX Venture Exchange comprised of its merger with Chelsea Acquisition Corporation and related private placements of subscription receipts and common shares, for gross proceeds of approximately $8 million for Pediapharm;
- Represented Fiers Partenaires, s.e.c., Teralys Capital Fund of Funds, L.P., and BDC Capital Inc, who acted as limited partners in their $50 million total investment in Fonds d’investissement Réal;
- Represented Elekta Ltd. in their business operations in Canada;
- Represented Fondaction CSN, who acted as a limited partner in its investment in Lumira Capital II;
- Represented the private equity company Oaktree Capital Management L.P. in Canada in its cross-border acquisition of all the shares of Zodiac MILPRO (Military and Professional) Group;
- Represented Teralys Capital in its participation as a limited partner in Sofinnova Capital;
- Represented limited partners Teralys Capital, Northleaf, BDC and FSTQ in the creation of two funds in the area of life sciences: Lumira Capital II and Merck Lumira Biosciences Funds, who will together bring in $150 million;
- Representation on behalf of the Co-operators company in its business transactions;
- Represented the American Reprographics Company (“ARC”) (NYSE: ARC), a leading US-based document solutions company, for the purposes of a cross-border credit facility secured by assets valued at USD$ 50 million;
- Represented Voice Trust B.V., a global supplier of digital payment and voice recognition solutions, in the cross-border acquisition of Perceive Solutions Inc., a Montréal-based voice technology company, as well as in negotiations with the CRIM (Computer Research Institute of Montréal) for the purposes of a major strategic research contract;
- Represented TIM-BR Marts Ltd. in the acquisition of all the shares of IRLY Building Centers;
- Represented Northgate Arinso in its negotiations with the SAQ (Québec alcoholic beverage commission) regarding management of the latter’s HR solutions;
- Counseled and represented various private technology companies in their financing, by debt or by equity from various key venture capital players, including Utilicase Inc. and Prognomix Inc.;
- Represented lenders (ACE Management and Fonds de solidarité des travailleurs du Québec (F.T.Q.)) in a debtor-operator agreement with Mecachrome International Inc., as part of the implementation of Mecachrome’s reorganization and settlement plan in Canada under the Companies’ Creditors Arrangement Act (CCAA) (France-Canada);
- Sale of Virochem Pharma Inc. to Vertex Pharmaceuticals (Canada) Inc. (Canada – U.S.);
- Acquisition of the air ambulance unit of Skyservice Aviation d’affaires Inc. by Emergency Medical Services Corporation (U.S. – Canada);
- Representation of the SAQ in the sale of Maison des Futailles S.E.C. to Kruger Inc.;
- Investment by ACE Management, a French private equity management company, in the company Maetta Sciences Inc. (France – Canada);
- Acquisition of the Canadian division of the Gennum Corporation, which specializes in wireless headphones for consumers, by Cellpoint Connect AB, a Swedish public company (Sweden-Canada);
- Represented exchangeable shares in various public sector agencies.
Publications
- Private Equity: Fueling Canada’s Growth, lesaffaires.ca, 2020
- You seek investors? Prepare adequately, lesaffaires.ca, 2020
- Reverse Takeovers: An Alternative to the Traditional Initial Public Offering, lesaffaires.ca, 2020
- How Did Venture Capital Fare in Quebec in 2018 and What Can We Expect to See Next, 2019
- How to Go About Pre-seed and Seed Funding?, 2019
- What Issues Can Arise During a Series A Financing Round?, 2019
- Six things to do if you get an unsolicited offer to buy your company, published in the Globe and Mail, January 29, 2019
- Co-Chair of the 2016 Canadian Private Target Mergers & Acquisitions Deal Point Study published in January 2016 by the ABA’s M&A Committee
- Co-author of an article entitled “Mergers & Acquisitions Review: Planning a Private M&A Transaction (http://whoswholegal.com/news/analysis/article/32668/canada-mergers-acquisitions-review-2015/ “d”)”, published in Who’s Who Legal: Canada 2015, November 6, 2015
- Co-Chair of the 2014 Canadian Private Target Mergers & Acquisitions Deal Point Study published in December 2014 by the ABA’s M&A Committee
- Vice-Chair of the International Task Group of the M&A Committee of the ABA in the context of its publication of International Joint Ventures – A Guide for U.S. Lawyers, in June 2013
- Vice-Chair of the 2012 Canadian Private Target Mergers & Acquisitions Deal Point Study published on December 28, 2012, by the ABA’s M&A Committee
- Co-author of an article entitled “The Canadian M&A Market 2011 Outlook Appear Positive” published in Lexpert 2011 Guide to Leading US/Canada Cross-Border Corporate Lawyers in Canada
- Co-author of an article entitled “Prepare and package your business for a deal” published in the Fall 2010 issue of Bio Business Magazine
- Co-author of an article entitled “Business Corporations Act (Bill 63) – a major reform of Québec Corporate Law” published in Lexology in November 2009
- Vice-chair of the study on Canadian Private M&A Trends published in 2008 through ABA
Conférences
- Member of the jury for the M&A Awards Gala, May 2023
- Speaker on a panel on Transactional Issues organized by the M&A Club, March 2023
- Moderator, Panel by BCF LLP on Venture Capital Growth, with BDC, Investissement Québec and Fonds de solidarité F.T.Q., February 2019
- Speaker at the Women’s Networking International: panel on path to success, January 2019
- Member of the Jury for the M&A Awards Gala (2017 and 2018)
- Panel by Réseau Capital on “Start-up Funds in Quebec”, November 2017
- Panel on “Cross-Border and Other Hot Topics in private Equity M&A” at the ABA Meeting in Chicago, September 15, 2017
- Speaker for the Canadian Bar Association on Latest M&A Trends on the Canadian Private M&A Trends Study of the ABA, 2016, April 4, 2017
- Speaker for the American Bar Association on “Cases that Matter: Recent Cases Affecting M&A Agreement” drafting, April 9, 2016
- Speaker for the Young Bar Association of Montréal: “M&A – Complex Disclosure Clauses: from the due diligence to the drafting”, November 25, 2015
- Speaker for the Canadian Bar Association on “Latest Canadian Private M&A Deal Trends: What you need to know”, April 28, 2015
- Panelist for the M&A Club of Montréal on June 13, 2013, “M&A: What’s up? How to bring deals together in these times?”
- Speaker for the Canadian Bar Association on March 21, 2013, on “Practical advice for a value added due diligence”
- Speaker at Gowlings’ conference on May 16, 2012, on “Project Management in M&A”
- Speaker at Gowlings’ conference on October 27, 2010, on “The Role of the In-House Counsel in Mergers and Acquisitions”
- Speaker on a Gowlings panel for FEI Canada in March 2010 on the “Acquisition of a distressed company”
- Speaker as part of a panel at the ABA in Vancouver, April 2009 on M&A Trends in Canada
- Speaker at the “Women in M&A” event in Denver, Colorado in December 2008 on “Cross-Border deals from a Canadian perspective”
