Davies

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• Acted for Canada Pension Plan Investment Board (CPPIB) in connection with its announced agreement to form a joint venture with the Westfield Group. CPPIB's equity investment will be US$1.8 billion representing a 45% interest in the joint venture.

• Acted for Barrick Gold Corporation in its successful unsolicited US$10.4-billion takeover bid for Placer Dome Inc. resulting in a negotiated transaction to create the world's largest gold mining company. At the time of announcement, this was the largest unsolicited takeover bid made in Canada and it is the largest acquisition transaction ever completed in the gold industry.

• Acted for the Miami Access Tunnel consortium, comprised of Meridiam Infrastructure, Bouygues Travaux Publics and Transfield Services Ltd. for the design, build, finance, operation and maintenance of the US$1.3 billion greenfield Port of Miami Tunnel project. Davies also acted as lead counsel for the consortium on the financing of the Project, with the senior debt financing of US$340 million being provided through a club of 10 international banks and the subordinated debt financing of US$341 million being provided as a 35-year fixed rate loan by the United States Department of Transportation under the federal TIFIA (Transportation Infrastructure Finance and Innovation Act of 1998) program. This project was awarded the 2009 Global PPP Deal of the Year by Project Finance magazine and the 2009 Americas PPP Deal of the Year by each of Project Finance International and Project Finance magazine.

• Acted for Cadim Inc. (a division of Caisse de dépôt et placement du Québec) in connection with its partnership arrangements with Westmont Hospitality Group and Cadbridge Investors LP, and acted for Cadbridge and InnVest REIT in connection with their joint negotiated takeover bid for Legacy Hotels REIT in a transaction valued at approximately $2.5 billion.

• Acted for the Canada Pension Plan Investment Board in its acquisition of a 36.9% interest in the Mayflower partnership for a total equity investment of US$350 million. The Mayflower partnership owns a portfolio of 13 regional malls located in the United States, which has a total value of approximately US$2.03 billion.

• 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 as U.S. tax counsels for H&R REIT in its two separate $115-million bought deal offerings of senior unsecured debentures, due 2015 and 2017, respectively.

• 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 Mercator Minerals Ltd. in the structuring of its silver sale arrangements with Silver Wheaton Corp., pursuant to which silver equivalent to all of the silver produced by Mercator's Mineral Park mine in Arizona will be sold to Silver Wheaton in exchange for an up-front payment of US$42 million and further payments of US$3.90 per ounce.

• Acted for H&R Real Estate Investment Trust which effected a Plan of Arrangement transferring certain notes issued by H&R (U.S.) Holdings, Inc. (a wholly owned U.S. subsidiary of H&R) in the principal amount of US$125 million to H&R Finance Trust.

• Acted for Montréal-based Como Diffusion Inc. in regard to GB Merchant Partners, an affiliate of Gordon Brothers Group, and Crystal Capital acquiring a majority position in Como Diffusion's Como Fred David business, with Como's principals retaining a substantial stake.

• Acted for AbitibiBowater Inc. in the sale of its Snowflake, Arizona mill to Catalyst Paper Corporation in a transaction valued at US$161 million.

• Acted for IPC US Real Estate Investment Trust in its strategic process and ultimate sale of its assets to Everclear Acquisition Corporation, a wholly owned subsidiary of Behringer Harvard REIT I, in a US$1.4-billion all-cash transaction.

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

• Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.

• Acted for a syndicate of agents co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $1.2 billion offering of senior and subordinate debentures of Manulife Finance (Delaware) LP, an indirect subsidiary of Manulife Financial Corporation. The offering of subordinated debentures was the first innovative Tier 2b capital offering in Canada.

• 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 MethylGene Inc. in connection with the entering into of a Collaborative Research, Development and Commercialization Agreement for its histone deacetylase (HDAC) inhibitors with Pharmion Corporation in North America, Europe, the Middle East and certain other markets. This transaction was valued at up to US$272 million and was thought to be the largest early stage biotechnology pact in Canada. As part of the transaction, Pharmion subscribed for US$5 million of MethylGene common shares.