CROSS BORDER DEALS

Understanding the differences in Canada/US reporting requirements
Jonathan A. Levin

Cross-border deals structures
Craig C. Thorburn

Financing the cross-border deals
Stephen Lewis

Canadian tax issues
Monica E. Biringer

Due-diligence in the context of a multi-jurisdictional or cross-border M&A transaction
Richard M. Wise

Steve Lewis is a Partner and Senior Vice President of Ernst & Young Orenda Corporate Finance Inc. He focuses on managing the financing practice within Ernst & Young Orenda Corporate Finance's range of valuation, acquisition, divestiture and financing services. Steve is a leader of the national Capital Markets team, advising on senior debt, junior debt, equity and mezzanine financing. The Capital Markets team has advised companies in arranging over $6 billion in financing since 1995. Steve has substantial transaction experience in a number of industries advising on the structure, negotiation and placement of financing. Prior to joining Ernst & Young Orenda in 1994, Steve was with a large Canadian telecommunications company.

Jon practices business law, with an emphasis on corporate finance, financial restructurings, mergers and acquisitions, securities, financial institution law and general business law matters. Jon is a recipient of the Dedicated Service Award, Canadian Bar Association, Ontario. He has been named in both the National Post newspaper and LEXPERT magazine as one of the 30 leading deal makers in Canada. He was named by the English legal directory Chambers Global - The Guide to the World's Leading Lawyers as one of the leading Canadian practitioners in the areas of banking and finance, M&A's and corporate commercial. The 2002 LEXPERT / American Lawyer Media Guide to the Leading 500 lawyers in Canadian has listed him as one of the leading Canadian practitioners in the areas of banking and financial institutions, M&A and corporate commercial. LEXPERT's 2002 directory also lists him as a leader in M&A, corporate finance, banking and corporate commercial. Euromoney's Guide to the World's Leading Banking Lawyers and Law Business Research's International Who's Who of Banking Lawyers and Who's Who Legal Series named him as a leading expert in Canadian banking law. He was also named by Euromoney's Guide to the World's Leading Insolvency Lawyers as a leading expert in Canadian insolvency law. In addition, he is listed in Euromoney's Guide to the World's Leading Corporate Governance Lawyers as a leading Canadian expert in corporate governance.

Richard M. Wise is partner of Wise, Blackman a Montreal-based business valuation firm servicing clients across Canada, the United States and overseas since 1979. Mr. Wise, a graduate of McGill University and former lecturer at the McGill Faculties of Law and Management, is Past President of The Canadian Institute of Chartered Business Valuators, elected Fellow of the Institutes of Chartered Accountants of both Quebec and Ontario, and a former International Governor of the American Society of Appraisers (ASA). He currently serves on the ASA Standards Subcommittee. Mr. Wise is author of Financial Litigation - Quantifying Business Damages and Values (Canadian Institute of Chartered Accountants), co-author of Guide to Canadian Business Valuations (Carswell), writes and lectures extensively on business valuation and is a frequent speaker at conferences of lawyers, accountants and business appraisers across North America. He has been acting as a valuation consultant to both the private sector and to Canadian Federal and Provincial governments for over 25 years in a wide range of transactions involving private and publicly-held businesses. He has provided expert evidence in over 250 cases across Canada and in the U.S. and has been appointed by the courts as their valuation expert. Mr. Wise served as Special Assistant to the Minister of National Revenue.

Monica is a partner in the Toronto office of Osler, Hoskin & Harcourt LLP. Her practice includes all aspects of corporate income tax with an emphasis on mergers and acquisitions and corporate finance. Monica has developed extensive experience in the use of exchangeable shares in the context of cross-border mergers, cross-border financing and leasing as a form of financing. From 1989 to 1991, Monica worked in the International Tax Office of Chuo Coopers & Lybrand in Tokyo.

Monica has been cited as a recommended tax practitioner by various publications, including Lexpert in the area of corporate tax and MONDAQ, an international professional survey organization.

Mr. Braithwaite is a Partner in the Toronto office and a member of the Executive Committee of Stikeman Elliott LLP where his practice focus is on mergers and acquisitions, corporate finance and securities law generally. Formerly, Mr. Braithwaite was employed as Clerk to the Chief Justice of the Supreme Court of Canada and served as an Associate Professor and Assistant Dean at Osgoode Hall Law School. Mr. Braithwaite has been a part-time lecturer at the University of Toronto Law School and is teaching in the LL.M. programme at Osgoode Hall Law School. He has written a number of articles and presented various papers on securities law. He is past Chairman of the Securities Advisory Committee to the Ontario Securities Commission.

Mr. Hind joined CIBC World Markets in 1997 in the M&A group and has advised on a numerous public and private domestic and cross-border transactions in the telecommunications, technology, media and industrial sectors.

Chris re-joined the M&A group in 2005 after three years in CIBC Capital Partners where he acted as a principal in several subordinated debt and equity investments in LBO and growth financing transactions.

Mr. Hind received his Bachelor of Commerce (Honours) degree from Queen's University and Masters of Business Administration degree (Gold Medalist) from the University of Toronto. He also holds his Chartered Accountant's designation and is a member of the Canadian and Ontario Institutes of Chartered Accountants. Mr. Hind currently sits on the Board of Persona Communications and Creation Technologies.

Craig C. Thorburn has been the Senior Vice President, Mergers & Acquisitions, of Geac Computer Corporation Limited since December 2001. During this period, Geac acquired two public companies. In early 2003, Geac completed the acquisition of Extensity, a California-based software applications provider of solutions to automate employee-based financial systems. In the summer of 2003, Geac acquired Comshare, a Michigan-based provider of business performance management software. Mr. Thorburn is also a partner at Blake, Cassels & Graydon LLP, where he carries on an active mergers and acquisitions practice. He advised Interbrew and Labatt on the recently-completed combination with AmBev of Brazil to create the world's largest brewer.