Canadian Lawyer InHouse

23 cANAdIANlAwyermAg.com/INhouse DECEmBEr 2014 is unlikely to result in a substantial lessen- ing or preventing of competition due to, among other things, the existence of a large number of competitors and the low barriers to entry in the fast food industry." For Emmerich, whose wife is from Mon- treal and has three kids all with Canadian passports — the impact of the deal from the Canadian context was understood from the get-go. "I like to think I'm not entirely insen- sitive to the context," he says with a laugh. "I would say there are a lot of people in the U.S., who may have never heard of Tims. In fact there is a Tims two blocks from our offi ce on 7 th Avenue and W 50 th Street. When we signed the deal I got everybody some donuts." The cross border nuances that run through the entire transaction and touch virtually every element of it meant there was much exchange between the two fi rms and Sutton. Sutton is qualifi ed to practise law in both Canada and the U.S. and leveraged that experience and her team collaboration with Osler and Wachtell to deal with myri- ad of complex issues that arose through the course of the transaction. Once the offer was accepted the deal happened quickly, says Horner. "One of the things that has changed is how much more quickly deals happen than they used to." It used to be a strategic transaction would be months in negotiating the transaction and then there would be the documentation of it. Today, Horner says a combination of factors has contributed to a faster deal pro- cess. This has evolved partly as a result of technology and partly as a desire to avoid the risk of leaks into the market and the ability to do due diligence more effi ciently. Also, because public companies have more extensive public disclosure available for par- ties to look at — all of those things can con- tribute to deals being done faster. Burger King fi rst approached Tim Hor- tons in the spring and over the course of the spring and summer made four different of- fers. The fi rst was offered at $73/share, the second at $77/share, and the third at $82.50/ share. After the fi rst two offers the Tims board, with the benefi t of Sutton's advice and that of outside counsel and investment bankers, considered the offer and told Burg- er King: "We're not interested." However, Horner says to the third offer at $82.50 Tims said to Burger King: "We're not interested at $82.50 however we're pre- pared to engage in a process with you to see With the potential to create a global powerhouse in the quick service restaurant industry, combining two iconic and strong, independent brands, it was also not hard to get excited about the transaction and the expected benefi ts for all of the various stakeholders of Tim Hortons. JILL SUTTON '' ''

• Cover