Use CaseDue Diligence Contract Review
Client TypeIndustrial Chemicals
Chemtrade Logistics Inc. provides industrial chemicals and services to customers in North America and around the world. In January 2014, it closed a deal to acquire General Chemical Holding Company for approximately US$900 million. President and Chief Executive Officer Mark Davis described the deal as "a historic event for Chemtrade." Chemtrade’s growth strategy has included targeted acquisitions and they are also sensitive to costs in all areas of its business, including deals. Davis said: "We have delivered total unitholder returns of over 250% in the past five years. The foundation for this success is a focus on operational excellence driving efficiencies and cost improvements in all areas of the business."
For the General Chemical acquisition, Chemtrade’s outside counsel conducted their legal due diligence contract review with the assistance of Kira Systems’ software, Kira. Kira helps lawyers review contracts faster and more accurately. It finds and highlights diligence-relevant provisions (e.g., change of control, assignment, term), automatically prepares summary charts, and includes workflow and data analysis tools to help users understand and refine results.
After trialing Kira herself, Chemtrade’s General Counsel Susan Paré instructed leading Canadian law firm Osler, Hoskin & Harcourt LLP, Chemtrade’s primary outside counsel, to use it on the deal. It was a good fit. Osler’s Chief Knowledge Officer Mara Nickerson said: "As a firm, we are heavily focused on improving our processes, and due diligence is an area we have been working on. We had already done some internal demos of Kira and we were looking for an opportunity to work with it on a live matter."
Kira was a good starting point as it identified the area of the agreement that had the information we were looking for, which can save a lot of time. The software is user friendly, and it is very straightforward to train someone on it; customer service was quick to respond whenever I had an issue.
Matthew McLeod, Associate who did much of the actual contract review on the deal
Partner Jeremy Fraiberg, who led the Osler team on this deal, added: “We always try to serve our clients better, and are pleased that Kira allowed us to do so on this significant transaction.”
Chemtrade GC Paré said “We had a positive experience with Kira on this acquisition. It made the due diligence process speedy and much more cost effective. We plan to use this tool going forward, including for document review for some internal projects we’re working on.” Added CEO Davis, “It’s great to find service providers who are as focused as we are on delivering excellent results in the most cost effective manner.”