MIREILLE FONTAINE PARTNER, LAWYER tel. e-mail LinkedIn 514 397-4561 mireille.fontaine@bcf.ca https://ca.linkedin.com/in/mireillefontaine Assistant Johanne Champagne tel. 514 397-6699 #3448 e-mail johanne.champagne@bcf.ca MONTREAL 25th Floor 1100 René-Lévesque Blvd West Montreal, Quebec H3B 5C9 tel. 514 397-8500 fax 514 397-8515 AREAS OF PRACTICE STRATEGIC TEAMS PROFILE Bankruptcy, Insolvency and Restructuring Mergers and Acquisitions in an Insolvency Context Business, Commercial and Corporate Law Business Start-Ups Commercial Contracts Corporate Finance Corporate Reorganization Cross-Border Transactions Employee Incentive Plans Equity Financing Franchising Management Buyout Mergers and Acquisitions Transfer of Family Businesses Venture Capital Financing Construction Law Development Partnership and Speci c Contracts Public Private Partnerships Entertainment, sports and media Corporate and commercial law Securities law Internet Compliance with Laws and Regulations Mobile Apps, Portals and the Like Social Media Real Estate Law Acquisition and Sale of Real Property Mergers and Acquisitions Business and Technology Venture Capital Life Sciences (Biotech) Corporate Services Securities Startup French version is available here. Mireille Fontaine is a partner in BCF's Montréal of ce and a member of the board of directors of the rm. She specializes in the areas of private equity, venture capital and M&A. Prior to joining BCF in early 2016, Mireille was a partner at two other leading national law rms in Canada. Mireille is recognized as a leading lawyer in M&A, private equity, venture capital, technology and life sciences, and has namely been recognized in the below publications for her expertise: Who's Who Legal: Corporate M&A and Governance The International Who's Who of Mergers and Acquisitions Lawyers Who's Who Legal: Canada Mergers and Acquisitions The Best Lawyers in Canada Technology & Life Sciences
Canadian Legal Lexpert Directory Private Equity Canadian Legal Lexpert Directory Corporate Mid-Market Canadian Legal Lexpert Directory M&A Canadian Legal Lexpert Directory Technology Canadian Legal Lexpert Directory Biotechnology Mireille s practice focuses on general business law, as well as corporate and commercial law. She is a recognized expert in mergers, acquisitions and reorganizations as well as in investments and buy-outs in the private sector, including U.S./Canada cross-border transactions and international transactions in many industries and particularly in the life sciences and technology industries. Mireille represents a number of companies as well as various institutional venture capital investment rms and private equity funds in Canada, the U.S. an internationally. With over twenty years of experience in acting in the sale and acquisition of Canadian businesses by buy out funds and foreign companies and subsequently providing a full range of commercial law services to these clients on an ongoing basis, Mireille is a leader in this eld. Additionally, she is frequently retained to establish Canadian businesses for non-canadians and to provide the full range of commercial advice required by Canadian operating businesses including the drafting of diversi ed commercial agreements including RFP responses. She has also been very active in the fund formation space, namely in the life sciences and medical devices industries, and frequently acts for important players in strategic alliances, joint ventures and limited partnership agreements in various industries. DIPLOMAS RECOGNITIONS Called to the Barreau du Québec (1994); LL.B., University of Montreal (1992); Vincent-d Indy School of Music (1988). Recognized by Lawer100 Canada 2018 as one of the best 100 lawyers in Canada in Business Law; Who s Who Legal: M&A and Governance 2018 ; Who s Who Legal: Canada 2017 ; Leading Lawyer, Lawyers World Wide Awards Magazine, 2017; Who's Who Legal: M&A and Governance 2017; The Best Lawyers in Canada 2017 Technology & Biotechnology; Nominated in the 6th Edition (2016) and 7th Edition (2017) of Expert Guides- Women in Business Law as one of the leading Private Equity practitioners in the world; Who's Who Legal: Canada 2016; Who's Who Legal: M&A and Governance 2016; The Best Lawyers in Canada 2016; Nominated in the 2016 and 2017 editions of the Banking Finance and Transactional Expert Guide as one of the top private equity lawyers in the world; Who s Who Legal 2016: Compendium Edition; Who s Who Legal: Canada 2015; Lexpert's Leading Lawyers in Energy 2015; Expert Guides: Women in Business Law 2015; Lexpert s Leading Canadian Lawyers in Global Mining, 2015-2016; Lexpert/ROB Special Edition on Infrastructure: Canada's Leading Infrastructure Lawyers; Who s Who Legal: M&A and Governance 2015; Canadian Legal Lexpert Directory 2015; The Best Lawyers in Canada 2015; Who s Who Legal: Corporate M&A and Governance 2015; Lexpert's Leading Lawyers in Energy 2014; Expert Guides: Women in Business Law 2014 ; Canadian Legal Lexpert Directory 2014; The Best Lawyers in Canada 2014; Canada M&A: Ranked in Global 100 2014; One of the world s leading women in business law Women in Business Law Expert Guide 2014; Lexpert's Leading Canadian Lawyers in Global Mining; Expert Guides: Women in Business Law 2013; Lexpert s guide to Canada s Leading Energy Lawyers; Canadian Legal Lexpert Directory 2013; The Best Lawyers in Canada 2013; Who s Who Edition Lawful: Advisor of the year 2013; Who's Who Legal: Canada 2012; Canadian Legal Lexpert Directory 2012; Who s Who Legal: The International Who s Who of Business Lawyers 2012;
The International Who s Who of Mergers and Acquisitions Lawyers 2012; Cambridge Who s Who Executive Professionals and Entrepreneurs 2011-2012 Edition; Who s Who Legal 2011; Who s Who Legal - The International Who s Who of Business Lawyers, 2011; Canadian Legal Lexpert Directory, 2011; Canadian Legal Lexpert Directory, 2010; Banking Finance and Transactional Expert Guide Recognized as one of the world s Leading Private Equity Attorneys; Worldwide Leading Equity Lawyer Guide to the World s Leading Banking and Transactional Lawyer in Expert Guides; Who's Who Legal Canada 2009-2010; The International Who's Who of Business Lawyers 2009-2010; Canadian Legal Lexpert Directory, 2008-2009; Named as one of Canada s up-and-coming corporate lawyers, 2008; Rated in Martindale-Hubbell, 2007; Canada s Top 40 Lawyers Under 40, Lexpert Magazine, 2007. PROFESSIONAL AFFILIATIONS CONFERENCES REPRESENTATIVE WORK American Bar Association (ABA); Association for Corporate Growth (ACG); Quebec Technology Association (AQT); Canada s Venture Capital and Private Equity Association (CVCA); Quebec Venture Capital Association (Réseau Capital ). Panel by Réseau Capital on Start-up Funds in Quebec, November 2017; Panel on Cross-Border and Other Hot Topics in private Equity M&A at the ABA Meeting in Chicago, September 15th, 2017; Speaker for the Canadian Bar Association on Latest M&A Trends on the Canadian Private M&A Trends Study of the ABA, 2016, April 4th, 2017; Speaker for the American Bar Association on Cases that Matter: Recent Cases Affecting M&A Agreement drafting, April 9, 2016; Speaker for the Young Bar Association of Montréal: M&A - Complex Disclosure Clauses: from the due diligence to the drafting, November 25, 2015; Speaker for the Canadian Bar Association on Latest Canadian Private M&A Deal Trends: What you need to know, April 28, 2015; Panelist for the M&A Club of Montréal on June 13, 2013, M&A: What's up? How to bring deals together in these times? ; Speaker for the Canadian Bar Association on March 21, 2013 on Practical advice for a value added due diligence ; Speaker at Gowlings' conference on May 16, 2012 on Project Management in M&A ; Speaker at Gowlings' conference on October 27, 2010 on The Role of the In- House Counsel in Mergers and Acquisitions ; Speaker on a Gowlings panel for FEI Canada in March 2010 on the Acquisition of a distressed company ; Speaker as part of a panel at the ABA in Vancouver, April 2009 on M&A Trends in Canada; Speaker at the Women in M&A event in Denver, Colorado in December 2008 on Cross-Border deals from a Canadian perspective. Counsel to Tandem Expansion in the sale of ngrain Corporation, a global leader in arti cial intelligence and 3D augmented reality software to mcloud Corp. (2018); Lead Counsel to Urecon Ltd. in the sale of 49% of its shares to GF Piping Systems, a division of George Fisher AG (2017); Lead Counsel to Urecon Ltd. and its management in the context of the management buy-out of its majority shareholder, Capital Régional et Coopératif Desjardins (2017); Counsel to Caisse de dépôt et placement du Québec in its investment as one of the lead investors in Bain Double Impact Fund, L.P. (2017); Lead Counsel to Tandem Expansion in its reinvestment in Averna Technologies Inc. (2017); Lead Counsel to Safety Express Ltd. For its acquisition of 2848-0440 Québec Inc. (doing business under Select Furnitures and SelectPro) a distribution of specialized cleaning equipment (2017); Lead Counsel to Aurrea Signature Inc. in the context of its minority investment in Karma Insurance, a start-up company of on line sale of insurance (2017); Lead Counsel to estruxture Data Centers Inc. for the acquisition of Netelligent Hosting Services Inc. (2016); Lead Counsel to Kensington Private Equity Fund for the acquisition of a minority position in Walker Glass Company Ltd. (2016); Lead counsel to Biomod Concepts Inc., a company that transforms exible
materials into applicators, perfume diffusers or medical devices applied to the skin, in the sale of a control position to a Québec-based company (2015); Lead counsel to Tandem Expansion in its acquisition of control of Averna Technologies, a global leader in the development of test solutions for electronic device manufacturers and communications around the world (2015); Lead counsel to Investissement Québec and Desjardins Capital de risque in the sale of Vision Globale A.R. Ltd. To TVA Group Inc., a subsidiary of Québec Media Inc. a television and lm post production company for $118 million in cash; Lead counsel to Investissement Québec which participated in a $35 million funding round for Montréal based start up, LightSpeed Retail Inc.; Counsel to Investissement Québec, Caisse de dépôt et placement du Québec, Fondaction and Fonds de solidarité des travailleurs du Québec (F.T.Q.) as limited partners in their investment of an aggregate amount of $185 million in Novacap Industries IV, L.P.; Corporate counsel to Voice Trust Holding Inc., a privately-held global provider of voice biometrics solutions and its Canadian subsidiaries in the RTO by Delrand Resources Inc. for an aggregate amount of CAN$27,000,000; Counsel to Simon Equity Partners in the purchase of a majority interest in Coalision Inc. from Kilmer Capital Partners with other nancial investors including Pelican LP, a group comprising André Desmarais, certain members of the Hermès family, and the Fonds de solidarité FTQ; Counsel to Pediapharm Inc. in its qualifying transaction on the TSXV including its amalgamation with Chelsea Acquisition Corporation and related private placements of subscription receipts and common shares for gross proceeds to Pediapharm of approximately $8 million; Counsel to Investissement Québec, Fiers Partenaires, s.e.c., Teralys Capital Fund of Funds, L.P., Caisse de dépôt et placement du Québec and Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l emploi as limited partners in their investment of an aggregate amount of $140 million in Novacap TMT IV, L.P.; Counsel to Fiers Partenaires, s.e.c., Teralys Capital Fund of Funds, L.P., and BDC Capital Inc. as limited partners in their investment of an aggregate amount of $50 million in Real Investment Fund; Canadian counsel to Elekta Ltd. in its business operations; Counsel to Investissement Québec as limited partner in its investment in Persistence Capital Partners II, L.P.; Counsel to Fondaction CSN as limited partner in its investment in Lumira Capital II; Canadian counsel to private equity rm Oaktree Capital Management L.P. in its cross-border acquisition of all the shares of Zodiac MILPRO (Military and Professional) Group; Counsel to Capital régional et coopératif Desjardins and Investissement Québec in the nancing of Vision Globale in the context of the acquisition of Studios Mel s and Locations Michel Trudel, a lm and TV industry leader, and Les Génératrices Star (1997); Counsel to Teralys Capital in its participation as limited partner in So nnova Capital; Counsel to the limited partners Teralys Capital, Northleaf, BDC and F.S.T.Q. in the creation of two funds in the life sciences industry Lumira Capital II and Merck Lumira Biosciences Fund which together will deploy $150 million; Counsel to Co-operators in its business transactions; Counsel to American Reprographics Company ( ARC ) (NYSE: ARC), a leading document solutions company in the US, on its US$50 million cross-border assetbased credit facility; Counsel to Voice Trust B.V., a global provider of digital payment and voice biometric solutions in its cross-border acquisition of Perceive Solutions Inc., a Montréal-based voice technology rm and in its negotiations with CRIM in the context of an important strategic research contract; Counsel to TIM-BR Marts Ltd. in its acquisition of all of the assets of IRLY Building Centers; Counsel to Northgate Arinso in its negotiations with SAQ to host their HR solution; Advising private technology companies in the context of their nancing, in debt and equity, by various important venture capital players, including Utilicase Inc. and Prognomix Inc.; Mecachrome International Inc., acting for the dip lenders (ACE Management and Fonds de solidarité des travailleurs du Québec (F.T.Q.)) in a CCAA process (France - Canada); Sale of Virochem Pharma Inc. to Vertex Pharmaceuticals (Canada) Incorporated (Canada - US); Acquisition by Emergency Medical Services Corporation of the air ambulance business of Skyservice Business Aviation Inc. (US-Canada); Counsel to SAQ in its sale of Maison des Futailles, LP to Kruger Inc.;
Investment by ACE Management, a French private equity fund, in Maetta Sciences Inc. (France-Canada); Acquisition by Cellpoint Connect AB, a Swedish public company of Gennum Corporation s Canadian business relating to consumer wireless headsets (Sweden-Canada); Acting in various exchangeable share structures. INVOLVEMENT PUBLICATIONS Co-Chair of the Canadian M&A private deal study published by the ABA Market Trends Subcommittee; Member of the ABA M&A Committee and of the Subcommittees on Private Equity, M&A Trends and International M&A; Vice-Chair of the Private Equity Subcommittee of the ABA M&A Committee; Vice-Chair of the ABA Task Force on the International Joint Venture Agreement; Member of the Board of Réseau Capital and member of the Executive Committee of the Board. Co-Chair of the 2016 Canadian Private Target Mergers & Acquisitions Deal Point Study published in January 2016 by the ABA's M&A Committee; Co-author of an article entitled [Mergers & Acquisitions Review: Planning a Private M&A Transaction](http://whoswholegal.com/news/analysis/article/32668/canadamergers-acquisitions-review-2015/ d ), published in Who s Who Legal: Canada 2015, November 6, 2015; Co-Chair of the 2014 Canadian Private Target Mergers & Acquisitions Deal Point Study published in December 2014 by the ABA's M&A Committee; Vice-Chair of the International Task Group of the M&A Committee of the ABA in the context of its publication of International Joint Ventures A Guide for U.S. Lawyers, in June 2013; Vice-Chair of the 2012 Canadian Private Target Mergers & Acquisitions Deal Point Study published on December 28, 2012 by the ABA's M&A Committee; Co-author of an article entitled The Canadian M&A Market 2011 Outlook Appear Positive published in Lexpert 2011 Guide to Leading US/Canada Cross- Border Corporate Lawyers in Canada; Co-author of an article entitled Prepare and package your business for a deal published in the Fall 2010 issue of Bio Business Magazine; Co-author of an article entitled Business Corporations Act (Bill 63) a major reform of Québec Corporate Law published in Lexology in November 2009; Vice-chair of the study on Canadian Private M&A Trends published in 2008 through ABA.