Target Canada Co. (Re), 2015 ONSC 974

COURT FILE NO.: CV-15-10832-00CL

DATE: 2015-02-11

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C., 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TARGET CANADA CO., TARGET CANADA HEALTH CO., TARGET CANADA MOBILE GP CO., TARGET CANADA PHARMACY (BC) CORP., TARGET CANADA PHARMACY (ONTARIO) CORP., TARGET CANADA PHARMACY CORP., TARGET CANADA PHARMACY (SK) CORP., and TARGET CANADA PROPERTY LLC.

BEFORE: Regional Senior Justice Morawetz

COUNSEL:

Jeremy Dacks, John MacDonald and Shawn Irving, for the Target Canada Co., Target Canada Health Co., Target Canada Mobile GP Co., Target Canada Pharmacy (BC) Corp., Target Canada Pharmacy (Ontario) Corp., Target Canada Pharmacy Corp., Target Canada Pharmacy (SK) Corp., and Target Canada Property LLC (the “Applicants”)

Jay Swartz, for the Target Corporation

William Sasso, Sharon Strosberg and Jacqueline Horvat, for the Pharmacy Franchisee Association of Canada

Susan Philpott, Employee Representative Counsel for employees of the Applicants

Sepideh Nassabi, for Primaris Reit

Lou Brzezinski and Alexandra Teoderescu, for Nintendo of Canada, Ltd., Universal Studios Canada Inc. and Thyssenkrupp Elevator (Canada) Limited

Alan Mark, Melaney Wagner, Graham Smith and Francy Kussner, for the Monitor, Alvarez & Marsal Inc.

Evan Cobb, for Cominar REIT

J. Dietrich, for Merchant Retail Solutions ULC, Gordon Brothers Canada ULC and G.A. Retail Canada ULC

D.J. Miller, for Oxford Properties Group Inc.

Andrew Hodhod, for Bell Canada

Scott Bomhof, for First Capital Realty

David Bish, for Cadillac Fairview Corporation Limited

S. Richard Orzy and Richard Swan, for RioCan Management Inc. and Kingsett Capital Inc.

Harvey Chaiton, for the Directors and Officers

Gaspar Galati, for Montez Corporation, Westcliffe Management Ltd., Fishman Holdings North America Inc. and Valiant Rental Inc.

Aryo Shalviri, for Dyson Canada Ltd., Hanesbrands Inc. and Lego Canada Inc.

A Kauffman, for Ivanhoe Cambridge Inc.

Linda Galessiere, for 20 ULC Management Inc. on behalf of various Landlords: Morguard Investments Limited, Crombie REIT, Triovest Realty Advisors Inc., Calloway REIT, Surrey C.C. Property Inc., and Brad-Lea Meadows Limited

Melvyn L. Solmon, for ISSI Inc.

HEARD and

ENDORSED: February 11, 2015

RELEASED: February 12, 2015

ENDORSEMENT

[1] This motion was brought by Frederick Payette, Sylvie Gautier, Jennifer Lindsay, Catherine Bédard, Michael O’Neil, Alyssa Morin and Joshua Gordon (collectively, the “Representatives”) on behalf of employees, other than directors and officers, of the Applicants as at January 15, 2015 or any person claiming an interest under or on behalf of such employee, or group or class of them (collectively, the “Target Employees) in the Insolvency Proceedings (as defined in the Initial Order).

[2] The Representatives seek an order to represent all Target Employees (excluding opt-out individuals) in respect of all claims in the Insolvency Proceedings with respect to any issues affecting the Target Employees in the Insolvency Proceedings.

[3] The Initial Order appointed Representative Counsel (Koskie Minsky LLP) to represent all Target Employees as at January 15, 2015, except individual employees who elected to opt-out of representation.

[4] The Initial Order required that Representative Counsel commence a process of identifying no more than seven employees to be nominated as court appointed representatives.

[5] Representative Counsel advises that the proposed Representatives are a volunteer group of employees identified and selected to represent the Target Employees in the Insolvency Proceedings.

[6] The proposed Representatives include individuals employed on the store floor, and individuals employed in store management. There is also one head office employee. The proposed Representatives are drawn from Western Canada, Atlantic Canada, Quebec and Ontario. Each of the individuals has consented to being appointed to the role of Representative.

[7] The Monitor and Applicants support the requested relief and no other party has indicted that they oppose the appointment of Representatives.

[8] I am satisfied that the requested relief is appropriate in the circumstances. The motion is granted and the order has been signed in the form presented.

Morawetz, R.S.J.

Date: February 11, 2015