Introduction to Ogilvy Renault LLP

Presentation at the Sault Ste. Marie Innovation Centre

September 15, 2009

ogilvyrenault.com

DOCSMTL:3238981

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Overview of Ogilvy Renault

“First-rate firm for practical, technically proficient and value-driven lawyers, who are brilliant at teamwork and at employing an imaginative approach…”

- 2007 Chambers Global, The World’s Leading Lawyers for Business

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Overview of Ogilvy Renault

Full-service law firm with over 450 lawyers and patent and trade-mark agents practising in the areas of business, litigation, intellectual property and employment and labour with offices in Montréal, Toronto, Ottawa, Québec City and London (UK)

Founded in Montreal in 1879 and well-established as one of Canada’s most respected law firms

Consistently active in large and complex international transactions with particular strength in mergers and acquisitions, corporate finance, restructuring and unique depth of expertise in intellectual property and technology matters

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Our internationally recognized senior business advisors

The Right Honourable Brian Mulroney, Senior PartnerFormer Prime Minister of Canada

The Honourable Michael Fortier, PartnerFormer Minister of International Trade, former Minister of Public Works and Government Services, led the Canadian delegation at the World Trade Organization Doha Round meetings in July 2008

Derek Burney, Senior Strategic AdvisorFormer Chief of Staff to office of the Prime Minister, former Canada’s Ambassador to the United States, former Chairman and Chief Executive Officer of Bell Canada International

L. Yves Fortier, Senior PartnerRecognized as one of the premier international arbitrators in the world and a former Canadian Ambassador and Permanent Representative to the United Nations

Cathy Singer, PartnerFormer General Counsel to the Ontario Securities Commission

Len Farber, Senior AdvisorFormer General Director of the Tax Legislation Branch of the Canadian Department of Finance

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Representative Clients

Ogilvy Renault represents 16 of the 59 (27%) Canadian companies on the Forbes Global 2000 list in 2008

Some of our representative clients include:

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Representative Clients (cont’d)

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Awards and Rankings

Canadian Gold Award winner for 2009 in M&A and Corporate Finance - for the 2nd year in a row (International Legal Alliance)

Tier 1 Banking and Finance (2008 International Finance Law Review)

Only Canadian law firm to rank globally for Projects (2008 Chambers Global)

Only Canadian law firm to be ranked in the Life Sciences Super Regulatory League (Practical Law Company)

Recommended for Technology and Outsourcing (2008 PLC Which Lawyer)

Tier 1 International Trade/WTO (2008 Chambers Global)

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Representative Transactions

Rio Tinto Alcan – 2009 • Counsel to Rio Tinto Alcan in the US$2.025 billion binding offer it received for

the majority of Alcan Packaging Businesses

Dainippon Sumitomo Pharma – 2009 • Canadian counsel to Dainippon Sumitomo Pharma Co., Ltd in its proposed

acquisition of US-based Sepracor Inc. by way of agreement and plan of merger for approximately US$2.6 billion.

Nortel Networks – 2009 • Counsel to Nortel in its ongoing cross-border restructuring• Counsel to Nortel in the sale of its CDMA Business and LTE Access Assets for

US$1.13 billion• Counsel to Nortel in its “stalking horse” agreement to sell its global enterprise

solutions business to Avaya

Hochschild plc – 2009 • Counsel to Hochschild, a leading precious metals company operating in South

America, in its acquisition of Southwestern Resources Corp.

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Representative Transactions

Masonite International – 2009 • Counsel to Ernst & Young in connection with Masonite International Corporation’s cross-

border restructuring

Cirque du Soleil / Dubai World – 2008 • Counsel to Cirque du Soleil in the acquisition of a 20% stake in Cirque by Istithmar

World and Nakheel, units of Dubai World

First Reserve Acquisition of CHC Helicopter – 2008• Counsel to CHC Helicopter Corporation, which was acquired by First Reserve

Corporation in an all-cash transaction that values CHC at an adjusted enterprise value of $3.7 billion; it is the largest ever buy-out in the oil field services industry and one of the largest private equity deals announced since the disruption of the credit markets

BCE – Bell Canada – 2007/2008• Acted for Cerberus during bidding process; Cerberus not chosen, OR then acted for

several hedge funds; OR then represented BCE and Bell Canada, as co-counsel, in their successful appeal to the Supreme Court of Canada to secure the approval of the $51.7 billion privatization

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Representative Transactions

CMP Gold Trust IPO – 2008• Counsel to agents in this C$45 million IPO Portfolio consists of precious metals

(including gold and silver) and the securities of issuers engaged in exploration, development, production and marketing of precious metals

Rio Tinto plc Acquisition of Alcan Inc. – 2007• Counsel to Alcan in connection with its $38.1 billion acquisition by Rio Tinto, the

then largest all-cash takeover in Canadian history; also represented Alcan in its successful defence of the hostile takeover bid made by Alcoa Inc. earlier in 2007

Bowater and Abitibi-Consolidated Merger – 2007• Counsel to Bowater Incorporated in connection with its successful merger with

Abitibi-Consolidated Inc., creating a global leader in publications papers, in a transaction valued at US$8.0 billion; the merged entity, AbitibiBowater Inc., is the third-largest publicly traded paper and forest products company in North America and the eighth largest in the world

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Representative Transactions

Domtar and Weyerhaeuser Merger – 2007• Counsel to Domtar Inc. in connection with its US$3.3 billion combination with the

fine paper business of Weyerhaeuser Company to form Domtar Corporation, the largest manufacturer and marketer of uncoated freesheet paper in North America and the second-largest in the world; this transaction was named Deal of the Year in 2006 by Lexpert Magazine

Consortium of Private Equity Investors Acquisition of Alexander Forbes – 2007

• Counsel to Caisse de dépôt et placement du Québec in connection with its participation in a consortium of private equity investors that acquired Alexander Forbes Limited, a South African financial and risk services company, for US$1.2 billion - one of the largest and most complex leveraged buyouts ever undertaken in Africa

DPF India Opportunities Fund IPO – 2007• Counsel to Underwriters in one of 2007’s most successful IPOs, raising total

proceeds of over C$250 million. DPF is a closed-end investment trust designed to help investors capitalize on commercial and investment opportunities in India

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Representative Transactions

Four Seasons Hotels Privatization – 2007• Counsel to Isadore Sharp (CEO and principal shareholder) in connection with

the privatization of Four Seasons Hotels by Mr. Sharp, Kingdom Hotels (owned by HRH Prince Alwaleed bin Talal) and Cascade Investment (owned by Bill Gates) in a transaction valued at US$3.7 billion

Visa Global Restructuring – 2007• Canadian counsel to Visa Canada in the global restructuring of Visa

International. Restructuring was the first step towards Visa’s IPO, which took place on March 18, 2008.

Shell Canada - 2007• Counsel to the Special Committee of Directors of Shell Canada in connection

with Royal Dutch Shell plc’s acquisition of all the common shares of Shell Canada Limited not held by it

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Representative Transactions

Arcelor Acquisition of Dofasco – 2006• Counsel to Arcelor S.A. in connection with its acquisition of the outstanding

common shares of Dofasco in a $5.6 billion takeover bid and subsequent statutory compulsory acquisition; also advised Arcelor on the Canadian component of its merger with Mittal Steel in a transaction valued at US$33.1 billion, creating the world’s largest steel company

Shell Canada Privatization – 2006• Counsel to the Special Committee of Independent Directors of Shell Canada

Limited in connection with Royal Dutch Shell plc’s $8.7 billion acquisition of all shares of Shell Canada not owned by Royal Dutch Shell, one of the largest minority acquisitions in Canadian history

Petrochemicals Industries Company • Counsel to Petrochemicals Industries Company (Kuwait) in connection with its

joint venture with The Dow Chemical Company for the manufacture and sale of monoethylene glycol and diethylene glycol

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Contacts

Jay Lefton practises in the area of corporate and securities law, including public and private financings, mergers, acquisitions and take-over bids, private equity, and strategic alliances, technology transfer and licensing, with an emphasis on technology and life sciences companies. He represents and advises issuers (both publicly and privately owned), special committees, advisors, venture capitalists, institutional investors, private equity funds, research institutions and researchers at various stages in the commercialization of their discoveries.

Mr. Lefton has advised acquirors and target companies and their boards of directors in connection with negotiated transactions and unsolicited takeover bids, many of which were multijurisdictional in nature.

Mr. Lefton is a former member of the Ontario Securities Commission's Securities Advisory Committee, which advises the Commission on various matters, including legislative and policy initiatives.

Jay A. LeftonSenior PartnerBusiness Law GroupDirect Line: 416.216.4018Fax: 416.216.3930Email: jlefton@ogilvyrenault.com

ExpertiseMergers and Acquisitions, Corporate Finance and Securities, Corporate and Commercial, Life Sciences, Cleantech,Technology, Governance and Directors’ Liability, Private Equity

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