How We Closed a $340M Cross-Border Tech Acquisition in 89 Days
The Challenge
Silicon Valley buyer wanted a Toronto AI startup. Fast. The seller had two other offers and gave everyone 90 days to close or walk. Plus there were complicated IP ownership issues from university research partnerships.
Our Approach
We assembled a cross-border team immediately and ran due diligence in parallel with regulatory filings. Negotiated IP transfer agreements with the university while structuring the deal to minimize Canadian foreign investment review.
The Resolution
Closed on day 89. Beat the other bidders who couldn't navigate the regulatory stuff fast enough. Client acquired cutting-edge AI tech that's now generating $80M annually. University partnership continued post-acquisition.
What Made This Deal Complicated
Most people think M&A is just negotiating price and signing papers. That works for simple deals. This wasn't one of those.
The target company had developed their core algorithms through a research partnership with a major Canadian university. The IP rights were split in ways that'd make your head spin—some owned by the company, some by the university, some jointly. And the university had licensing requirements that couldn't just be assigned to a new owner.
Meanwhile, because the buyer was American and the tech involved AI with potential defense applications, we needed to thread the needle on Investment Canada Act review. Get that wrong and the government can block the whole thing.
Oh, and the seller had given everyone 90 days. Not 91. Not "approximately three months." Exactly 90 days or they'd pick one of the other bidders.
"The other law firms we talked to said we'd need at least six months, maybe eight. Krython Varis said they could do it in 90 days if we were willing to move fast and trust their process. They delivered with a day to spare."
How We Actually Did It
Week 1-2: Parallel Processing
Most firms do due diligence first, then move to documentation. We didn't have that luxury. We started drafting the purchase agreement during week one while our IP team was still reviewing patent files. Risky? Sure. But we built in conditional language that protected the buyer if diligence uncovered deal-breakers.
Week 3-5: The University Negotiation
This was the trickiest part. The university wasn't just gonna rubber-stamp a transfer of their IP rights to some American tech giant. They wanted assurances about continued research funding, Canadian job preservation, and limits on militarization of the technology.
We negotiated a three-way agreement where the buyer committed to ongoing research funding and the university got an expanded royalty arrangement. Took three intensive weeks but got it done.
Week 6-10: Regulatory Sprint
We filed for Investment Canada Act review as a "net benefit" transaction. The key was demonstrating that the buyer would actually expand Canadian operations, not hollow them out. We got our client to commit to specific job numbers and R&D spending—then documented the hell out of it.
Got approval in week 10. That's exceptionally fast for this type of review.
Week 11-12: The Final Push
Last two weeks were pure execution. Finalizing documents, coordinating with tax advisors on both sides of the border, setting up escrows, handling employee matters. Our team basically lived in the office. Worth it.
Key Outcomes
- Transaction closed day 89 of 90
- All IP rights successfully transferred
- University partnership maintained
- Investment Canada approval obtained
- Zero post-closing disputes or claims
- Buyer's stock up 34% within 6 months
Lessons Learned
- Parallel processing saves weeks in tight timelines
- University IP requires early stakeholder engagement
- Investment Canada wants real commitments, not vague promises
- Client responsiveness is everything in speed deals
- Having experienced cross-border counsel matters more than people think
Facing a Complex Cross-Border Transaction?
We've handled deals across North America, Europe, and Asia. If you're looking at an acquisition with tight timelines or complicated regulatory issues, let's talk about whether we can help.