Nicolas Vanasse – mdf commerce

E-commerce and e-procurement technology used to be a convenience, but they quickly became a necessity when the COVID-19 pandemic restricted in-person contact. Consumers avoided walking into stores, even for necessities like groceries. Others had difficulty selecting a supplier for their business or starting an infrastructure project for a city.

“We provided the digital bridge between past methods and future operating procedures,” says Nicolas Vanasse, vice president and chief legal officer at mdf commerce, which provides e-commerce, e-marketplace and e-procurement solutions to businesses across North America.

These solutions range from establishing online shopping for customers or deliveries for grocery chains to creating digital procurement processes for public agencies. Fortunately, before the pandemic made these digital solutions necessary, mdf commerce was already in the midst of a major five-year transformation plan centered on e-commerce and e-procurement technologies. In September 2020, Mediagrif—founded in 1996—was rebranded as mdf commerce.

Nicolas Vanasse | Vice President, Chief Legal Officer and Corporate Secretary | mdf commerce

Vanasse came on board in February 2021. Having worked with several public and growth companies in the past, he saw joining mdf commerce as an opportunity to return to basics—namely mergers and acquisitions.

“Using my past experience, I could play a central role in development and implementing the company’s strategic growth plan—in its second year as of 2022—as I built on the existing legal and corporate governance practices,” he says. “There are several companies that offer various digital services. We wanted to grow organically but also by consolidating some of those pieces.”

The ones and zeros

To that end, Vanasse turned his attention to helping mdf commerce acquire Periscope, a leading public sector e-procurement company.

“As one of the major e-procurement players in North America, Periscope fit perfectly into our acquisition profile and aggressive growth strategy,” he says.

Based in Austin, Texas, Periscope had technology that could fully digitalize procurement processes for public sector agencies—think states, municipalities, schools and even health care. This meant that these agencies, with the click of a button, could procure everything for their everyday needs from uniforms, food and janitorial services to more complex infrastructure projects.

Acquiring Periscope meant that mdf commerce could expand its range of services, providing digital platforms to help create better, smoother and more efficient relationships between buyers and sellers—such as a public school and a locker manufacturer or a courthouse and the seller of antibacterial dispensers.

“Once the seller—Periscope in this instance—agreed to selling, that’s when the work picked up,” Vanasse says.

Collaboratively peering at Periscope

Since acquisitions aren’t subject to lemon laws, Vanasse says mdf needed to ensure the company was what it appeared to be. The corporate development, legal and management teams as well as operation, finance, accounting, human resources and marketing all came together to conduct due diligence. This was also a cross-border endeavor; external partners, such as outside counsels, financial advisors, bankers and auditors in Canada and the U.S. all thoroughly scrutinized Periscope.

This collaborative process covered matters ranging from raising the full capital amount required for the transaction to negotiating and drafting the purchase and financing documentation for the acquisition. Vanasse adds that it also included researching and inspecting Periscope’s revenues and profitability, company culture and—perhaps most importantly—its technology, which was the reason mdf wanted to acquire it in the first place.

“As you can imagine, this was no small or uncomplicated task,” Vanasse says. “Our various partners and the effective collaboration between all internal and external players allowed us to execute on this transaction in record time.”

The whole process only took four months, but for Vanasse—who’d only been with the company a few months when the deal was first broached—it was nothing short of a whirlwind.

“For this Periscope project, the corporate development manager in my team and myself were like the quarterbacks,” Vanasse says. “Collaborating with our CEO, CFO and the rest of the management team and the board, we made sure everyone was in their assigned spots on the field, so to speak, and we kept pushing towards the end-zone.”

Au revoir courtrooms

When Vanasse was younger, he wanted to be not on the field but in the courtroom. He harbored early aspirations to become a criminal lawyer moving through the justice system. In fact, that’s precisely why he started studying law, which culminated in him graduating as a lawyer from the University of Ottawa.

He adds that he only took an internship with the Canadian corporate law firm Stikeman Elliott LLP to gain experience as a law student—until he ended up in their Australian office in 1999. There, he worked with one of the senior lawyers who, he says, made him fall in love with legal corporate work.

“It was a bit of a revelation,” Vanasse recalls. “During the almost 10 years that I was at Stikeman, I enjoyed everything from handling mergers and acquisitions to counseling companies on governance or working with companies or investors on sophisticated public financings,” Vanasse says.

And when he’s not counseling companies, he’s enjoying the outdoors with his family, which includes his two children—10 and 12. In the summers, they spend time with friends and family at their cottage by the lake in the Eastern Townships in Quebec. In the winter, Vanasse and his wife make sure everyone still gets fresh air as they hit the slopes.

“Skiing is the perfect activity because it allows you to be outdoors and active during the winter,” he adds. “We’re a very social family and love meeting new people and having a good time.”

View this feature in the Vanguard Spring II 2022 Edition here.