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29 March 2018

Farris acts on $1.2 billion sale of Avigilon Corporation to Motorola Solutions, Inc.

Farris is proud to have represented Avigilon Corporation as lead external counsel on its successful $1.2 billion sale to Motorola Solutions, Inc.  Avigilon is one of Canada’s largest and most successful tech start-ups, and the transaction is reported to be one of the three largest acquisitions of TSX tech companies to have taken place in Canada over the last decade. 

Avigilon is a rapidly growing technology company headquartered in Vancouver, British Columbia.  It is an internationally recognized world leader that develop and manufactures surveillance cameras, creates software and hardware used to analyze and manage video footage, and builds technology that controls who accesses a location.  Avigilon holds over 750 US and international patents and has customers in over 100 countries.  The sale to Motorola Solutions provides Avigilon with the financial backing to continue to grow rapidly as a major competitor in the highly competitive international market for surveillance solutions, provides an attractive exit for its shareholders at $27.00 per share and assures continued success and career advancement opportunities for its employees.  Avigilon’s international headquarters will remain in Vancouver.

The Farris team acting as lead external counsel on the transaction was led by M&A partners Al Hudec and Denise Nawata with the support of corporate/securities partners Mitchell Gropper, Q.C., Ron Murray and Peter Roth and associates Rob Veitch, Arik Broadbent, Sean Galloway and Megan O’Neill.  Litigation support was provided by partners Teresa Tomchak and Tim Louman-Gardiner. Partner Ron Dueck provided tax advice.

The transaction was structured as a court approved Plan of Arrangement.  Cross-jurisdictional complexities, regulatory approval requirements, related party issues and the generally heightened concern for conflict of interest issues as a result of recent case law and regulatory developments added complexity to an already complex cross-border transaction.  Structuring considerations included the establishment of a strong committee of independent directors to supervise the transaction, compliance with the detailed related party and collateral benefits provisions of applicable securities laws and the negotiation of long form fairness opinions that provided shareholders with detailed disclosure of the valuation methodologies and numerical calculations used by the independent financial advisors to assess the financial terms of the transaction.

The initial letter of intent was signed in early January, 2018, with the completion of due diligence,  signing of the definitive agreement and regulatory filings in Canada, the United States, Austria and Germany occurring on February 1, 2018.  The transaction closed on March 28, 2018, which is an extremely short time period for a cross-border transaction of this size and complexity.  The Farris team worked closely with Joel Schuster, Chief Legal Officer, Senior Vice President, and Corporate Secretary of Avigilon and his strong team of in-house lawyers to achieve this superior result for Avigilon, its shareholders and its employees.

For the complete press release, click here.

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