The Blakes Canadian Public M&A Deal Study focuses on some recurring and emerging issues in the structuring and negotiation of target-supported public company acquisitions in Canada. The topics covered in the Study range from overall transaction structure and timing, such as the strategic review process and alternatives for dealing with management and significant shareholders, to specific contractual provisions, such as material adverse effect clauses and non-solicitation provisions.

Blakes prepared this Study based on a review of the 50 largest Canadian target-supported transactions announced between June 1, 2007 and June 1, 2008. For a list of the transactions reviewed, see Appendix B.

In compiling the Study, Blakes reviewed acquisition agreements, management proxy circulars, take-over bid circulars and related publicly available documents filed on the System for Electronic Document and Analysis (SEDAR) maintained on behalf of the Canadian securities regulatory authorities for reporting issuers.

The agreements and disclosure documents that form the basis of the Study each include specific drafting tailored to the particular transaction in question. The terms of many transactions are not directly comparable. Accordingly, Blakes has relied on its judgement and discretion in summarizing, categorizing and reflecting these provisions in the Study. In addition, the Study is based solely on publicly available information. Non-public information, such as that included in disclosure schedules or exhibits to an acquisition agreement, may be relevant to the analysis but is not reflected in the Study.

The results of this Study do not reflect the views of Blakes. Whether a specific term of an acquisition should apply or not is highly dependent on the specific facts and circumstances of each particular transaction. Accordingly, the applicability of any aspect of the Study to a specific transaction merits close consideration based upon the facts and circumstances of that transaction.