Leo Raffin* 

Co-Chair, Capital Markets, Public M&A
Vancouver  t: 604.691.7450  |  e: leo.raffin@mcmillan.ca

Leo Raffin*

Vancouver
Royal Centre, Suite 1500
1055 West Georgia Street, PO Box 11117
Vancouver, British Columbia V6E 4N7

t: 604.691.7450
e: leo.raffin@mcmillan.ca

overview

Leo Raffin is a partner in McMillan's Vancouver office, Co-Chair of the national Capital Markets Group and Co-Chair of the Public M&A Group (BC). His primary practice areas are securities and corporate law - acting for technology, industrial and natural resource issuers. His experience includes public and private offerings, mergers, acquisitions and take-over bids, proxy contests, corporate reorganizations, business alliances, licensing transactions and corporate governance matters.
 

Representative Matters

  • Acted for Great Canadian Gaming Corporation in its $450 million offering of senior unsecured notes and concurrent $100 million substantial issuer bid;
  • Acted for CTF Technologies, Inc. (a leading Brazilian specialized payment products company) in its US$180 million sale to FleetCor Technologies Inc.;
  • Acted for Western Wind in its hostile proxy contest with Samara Capital and then subsequent hostile take-over bid by Brookfield Renewable Energy Partners LP and WWE Equity Holdings Inc.;
  • Acted for Norsat International Inc. in its acquisition of Sinclair Technologies Holdings Inc. for US$19.25 million;
  • Acted for Primero Mining Corp. (formerly, Mala Noche Resources Corp.) in its acquisition of the San Dimas gold-silver mine and associated assets in Mexico from subsidiaries of Goldcorp Inc. for US$510 million plus the assumption of all liabilities associated with the San Dimas mine;
  • Acted for Primero Mining Corp. in a $44 million secondary offering by Goldcorp Inc.;
  • Acted for Primero Mining Corp. in its merger with Northgate Minerals Corporation which was to create a company with an expected combined market capitalization of approximately $1.2 billion;
  • Acted for Tekmira Pharmaceuticals on its business combination with Protiva Biotherapeutics and concurrent private placements with Alnylam Pharmaceuticals and Hoffman-La Roche;
  • Acted for Inex Pharmaceuticals in its reorganization and spin-out of Tekmira Pharmaceuticals;
  • Acted for Richfield Ventures Corp. in its acquisition by New Gold Inc. for approximately $550 million;
  • Acted for Continental Minerals Corporation in its acquisition by Jinchuan Group Ltd. for $431 Million;
  • Acted for and Terrane Metals Corp. in its sale to Thompson Creek Metals Company Inc. for C$650 million;
  • Acted for Farallon Mining Ltd. in its acquisition by Nystar NV for $400 million;
  • Acted for Terra Ventures Inc. in its merger with Hathor Exploration Limited;
  • Acted for the agents in a $145 million private placement subscription receipt financing involving Eacom Timber Corporation and a subsequent follow-on financing;
  • Acted for Yukon Zinc in its sale to Jinduicheng Molybdenum Group and Northwest Nonferrous International for $110 million;
  • Acted for TWC Group of Companies Inc. in its sale to the Berkshire Group of Companies;
  • Acted for Great Canadian Gaming in the acquisition of the combined race tracks and casinos Fraser Downs, Georgian Downs and Flamboro Downs;
  • Acted for Absolute Software Corporation in its acquisition of LiveTime Software;
  • Acted for the special committee of the board of directors of Gemcom Software International Inc. in its acquisition by a vehicle indirectly owned by affiliates of JMI Equity Fund VI, L.P., Carlyle Venture Partners III, L.P. and Pala Investments Holdings Limited for approximately $190 million;
  • Counsel to Inex Pharmaceuticals in a bought deal financing of approximately C$16 million;
  • Represented Great Canadian Gaming Corp. to secure a C$200 million revolving credit facility and a US$170 million term loan and to issue US$170 million senior subordinated notes for gross proceeds of C$600 million;
  • Acted for Sierra Systems when acquired by Golden Gate Capital;
  • Represented INEX Pharmaceuticals in an agreement with Alnylam Pharmaceuticals to form a strategic alliance;
  • Represented Inex Pharmaceuticals in a license agreement with Hana Biosciences worth an estimated C$12.1 million;
  • Acted for Inex Pharmaceuticals to buy back its convertible debt for US$36.5 million; and
  • Assisted Glamis Gold in its acquisition of Western Silver Corporation.

Presentations

Professional Responsibility & Practice Management
Merger & Acquisition
Mergers & Acquisitions course
Biotech Real Life Stories
Current issues in M&A
Securities Up-Date course
Case Studies "Solicitors' Use of Technology in the 21st Century"
Capital Raising Exemptions, Multilateral Instrument 45-103
Overview of Fiduciary Duties of Directors in Mergers and Acquisitions Transactions

Publications

Withholding Obligations on Option Exercise Effective January 1, 2011
Risk Mitigation – The First Step is Obvious, Identify the Risks
Law Note - Securities Commission Clarifies Material Change Reporting Obligations
OSC Clarifies Material Change Reporting Obligations
BC Court of Appeal Clarifies Voting Provisions for Arrangements Under the Business Corporations Act
TSE Original Listing Requirements for Industrial and Research & Development Companies
What is it Worth?
Participation in the British Columbia Securities Market

News

60 McMillan Lawyers Recognized in the 2019 Canadian Legal Lexpert Directory
McMillan Highlighted in both Lexpert's Top 10 Deals and Top 10 Business Decisions
65 McMillan Lawyers Named in the 2019 Edition of Best Lawyers in Canada
McMillan lawyers well-represented in the 2018 Canadian Legal Lexpert Directory
33 McMillan lawyers recognized in Who's Who Legal Canada 2017
McMillan lawyers recognized in Lexpert's Special Edition on Global Mining 2017-18
West Fraser Completes the Acquisition of Gilman Building Products
Margaret McNee recognized as Mutual Funds Lawyer of the Year, along with 58 McMillan Lawyers in the 2018 Best Lawyers in Canada Report
McMillan Lawyers Recognized in 2017 Lexpert/Report on Business Special Edition - Canada's Leading Corporate Lawyers
McMillan lawyers well-represented in the 2017 Canadian Legal Lexpert Directory
McMillan lawyers recognized in Who's Who Legal: Canada 2016
61 McMillan lawyers recognized in The Best Lawyers in Canada 2017
McMillan Lawyers featured in the Lexpert 2016 Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada
McMillan lawyers well-represented in the 2016 Canadian Legal Lexpert Directory
McMillan lawyers recognized as leading Canadian lawyers in global mining by Lexpert
60 McMillan lawyers recognized in the 10th Edition of The Best Lawyers in Canada
McMillan Lawyers featured in the Lexpert 2015 Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada
McMillan lawyers are well represented in the 2015 Canadian Legal Lexpert Directory
McMillan lawyers named amongst leading Canadian lawyers in global mining by Lexpert
The Legal 500 Canada 2015 recognizes 16 McMillan lawyers
McMillan lawyers recognized in the 2015 Best Lawyers in Canada
Fourteen McMillan Lawyers featured in the Lexpert 2014 Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada
McMillan lawyers are well represented in the 2014 Canadian Legal Lexpert Directory
Richfield Ventures acquired by New Gold for $550 Million

Education

  • University of Toronto, LLB - 1986
  • University of Windsor, BA - 1983

Year Of Call

  • Called to the British Columbia bar - 1987

Practices

capital markets
fintech
mergers and acquisitions
technology
gaming and lottery
corporate governance
negotiated transactions
cryptocurrency and blockchain

Industries

applied technology
food, beverage and agribusiness
mining
media, communications and entertainment
life sciences

Directorships and Professional Associations

  • Vancouver Bar Association
     

Teaching Engagements

  • Chair/Co-Chair of the Canadian Law Society of British Columbia's Annual Advanced Securities Law session for the last 10 years; and
  • Spoken at CLE sessions on Mergers & Acquisitions and Securities Litigation.

Awards & Rankings

  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Consistently Recommended lawyer in the area of Corporate Finance & Securities
  • Listed in Who's Who Legal: Canada 2018 as a leading lawyer in the area of Mining
  • Recognized by Chambers Canada 2019 as a leader in Gaming & Licensing 
  • Listed in Best Lawyers in Canada 2019 as a leading lawyer in the areas of Securities Law and Technology Law
  • Listed in Best Lawyers in Canada 2018 as a leading lawyer in the areas of Securities Law and Technology Law
  • Recognized in the 2018 Canadian Legal Lexpert Directory as a Consistently Recommended lawyer in the area of Corporate Finance & Securities
  • Listed in Who's Who Legal: Canada 2017 as a leading lawyer in the area of Mining
  • Listed in Lexpert/Report on Business Corporate Special Edition 2017 as Canada's Leading Corporate Lawyer
  • Listed in Canadian Legal Lexpert Directory 2017 as consistently recommended in Corporate Finance & Securities
  • Listed in the 2016/17 Lexpert Special Edition as a leading lawyer in Global Mining
  • Listed in Best Lawyers in Canada 2017 as a leading lawyer in the areas of Securities Law and Technology Law
  • Listed in Who's Who Legal: Canada 2016 as a leading lawyer in the area of Mining
  • Listed in Canadian Legal Lexpert Directory 2016 as a leading lawyer in Corporate Finance & Securities
  • Listed in Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada 2016 as a Corporate Finance & Securities expert
  • Listed in The Legal 500 Canada 2015 as a leader in Corporate and M&A
  • Listed in the 2015/16 Lexpert Special Edition as a leading lawyer in Global Mining
  • Received a "BV" Peer Review Ranking from Martindale-Hubbell
vcard
* Law Corporation

Leo Raffin is a partner in McMillan's Vancouver office, Co-Chair of the national Capital Markets Group and Co-Chair of the Public M&A Group (BC). His primary practice areas are securities and corporate law - acting for technology, industrial and natural resource issuers. His experience includes public and private offerings, mergers, acquisitions and take-over bids, proxy contests, corporate reorganizations, business alliances, licensing transactions and corporate governance matters.
 

  • Acted for Great Canadian Gaming Corporation in its $450 million offering of senior unsecured notes and concurrent $100 million substantial issuer bid;
  • Acted for CTF Technologies, Inc. (a leading Brazilian specialized payment products company) in its US$180 million sale to FleetCor Technologies Inc.;
  • Acted for Western Wind in its hostile proxy contest with Samara Capital and then subsequent hostile take-over bid by Brookfield Renewable Energy Partners LP and WWE Equity Holdings Inc.;
  • Acted for Norsat International Inc. in its acquisition of Sinclair Technologies Holdings Inc. for US$19.25 million;
  • Acted for Primero Mining Corp. (formerly, Mala Noche Resources Corp.) in its acquisition of the San Dimas gold-silver mine and associated assets in Mexico from subsidiaries of Goldcorp Inc. for US$510 million plus the assumption of all liabilities associated with the San Dimas mine;
  • Acted for Primero Mining Corp. in a $44 million secondary offering by Goldcorp Inc.;
  • Acted for Primero Mining Corp. in its merger with Northgate Minerals Corporation which was to create a company with an expected combined market capitalization of approximately $1.2 billion;
  • Acted for Tekmira Pharmaceuticals on its business combination with Protiva Biotherapeutics and concurrent private placements with Alnylam Pharmaceuticals and Hoffman-La Roche;
  • Acted for Inex Pharmaceuticals in its reorganization and spin-out of Tekmira Pharmaceuticals;
  • Acted for Richfield Ventures Corp. in its acquisition by New Gold Inc. for approximately $550 million;
  • Acted for Continental Minerals Corporation in its acquisition by Jinchuan Group Ltd. for $431 Million;
  • Acted for and Terrane Metals Corp. in its sale to Thompson Creek Metals Company Inc. for C$650 million;
  • Acted for Farallon Mining Ltd. in its acquisition by Nystar NV for $400 million;
  • Acted for Terra Ventures Inc. in its merger with Hathor Exploration Limited;
  • Acted for the agents in a $145 million private placement subscription receipt financing involving Eacom Timber Corporation and a subsequent follow-on financing;
  • Acted for Yukon Zinc in its sale to Jinduicheng Molybdenum Group and Northwest Nonferrous International for $110 million;
  • Acted for TWC Group of Companies Inc. in its sale to the Berkshire Group of Companies;
  • Acted for Great Canadian Gaming in the acquisition of the combined race tracks and casinos Fraser Downs, Georgian Downs and Flamboro Downs;
  • Acted for Absolute Software Corporation in its acquisition of LiveTime Software;
  • Acted for the special committee of the board of directors of Gemcom Software International Inc. in its acquisition by a vehicle indirectly owned by affiliates of JMI Equity Fund VI, L.P., Carlyle Venture Partners III, L.P. and Pala Investments Holdings Limited for approximately $190 million;
  • Counsel to Inex Pharmaceuticals in a bought deal financing of approximately C$16 million;
  • Represented Great Canadian Gaming Corp. to secure a C$200 million revolving credit facility and a US$170 million term loan and to issue US$170 million senior subordinated notes for gross proceeds of C$600 million;
  • Acted for Sierra Systems when acquired by Golden Gate Capital;
  • Represented INEX Pharmaceuticals in an agreement with Alnylam Pharmaceuticals to form a strategic alliance;
  • Represented Inex Pharmaceuticals in a license agreement with Hana Biosciences worth an estimated C$12.1 million;
  • Acted for Inex Pharmaceuticals to buy back its convertible debt for US$36.5 million; and
  • Assisted Glamis Gold in its acquisition of Western Silver Corporation.
February 5, 2009
Risk Mitigation – The First Step is Obvious, Identify the Risks
AceTech CEO Snapshots e-newsletter
March 2008
OSC Clarifies Material Change Reporting Obligations
Securities Brief Spring 2008
2000
TSE Original Listing Requirements for Industrial and Research & Development Companies
Initial Public Offerings - Considerations Involved in Going Public, prepared for Softworld 2000
1999
What is it Worth?
Prepared for Softworld 1999
August 1987
Participation in the British Columbia Securities Market
Review of International Business Law, Vol. 1 No. 2
May 2009
Professional Responsibility & Practice Management
Lang Michener Continuing Professional Development seminar
April 2009
Merger & Acquisition
Michener Continuing Professional Development seminar
2009
Mergers & Acquisitions course
Continuing Legal Education Society of British Columbia
October 15, 2007
Biotech Real Life Stories
The New Deal: Competing in a Global Economy, Lang Michener Sponsors LES 2007 Annual Meeting, Vancouver, BC
June 13, 2007
Current issues in M&A
M&A Current Issues, Lang Michener Five O'Clock Series, Vancouver
2004
Securities Up-Date course
Continuing Legal Education Society of British Columbia
October 18, 2002
Case Studies "Solicitors' Use of Technology in the 21st Century"
Pacific Legal Technology Conference, The Continuing Legal Education Society of British Columbia
October 4, 2002
Capital Raising Exemptions, Multilateral Instrument 45-103
New Issues for Securities Practice Conference, The Continuing Legal Education Society of British Columbia
March 9, 2001
Overview of Fiduciary Duties of Directors in Mergers and Acquisitions Transactions
Securities Law - 2001 Update, The Continuing Legal Education Society of British Columbia