Molson and Coors Complete Merger

On February 9, 2005, Molson Inc. and Adolph Coors Co. completed the transaction announced on July 22, 2004 to combine Molson and Coors in a merger of equals. The deal, valued at approximately C$7.7 billion, created the world’s fifth largest brewer by volume. The transaction was effected by way of a plan of arrangement under the Canada Business Corporations Act, utilizing an exchangeable share structure.

Coors was advised by Robert Reese, senior vice-president, corporate affairs and chief legal officer, Annita Menogan, vice-president, deputy general counsel and secretary, and Rob Witwer, assistant general counsel, together with external Canadian counsel Osler, Hoskin & Harcourt LLP in Montreal and Toronto, and Coors’ US counsel, Kirkland & Ellis LLP in Chicago and New York, and Simpson Thacher & Bartlett LLP in New York. The Osler team was led by Clay Horner and Ward Sellers, and included Don Gilchrist, John Groenewegen, Scott Horner, John Leddy, Marguerite Goraczko, Victoria Graham, Colin Berryman and François Paradis (corporate, finance, securities), Firoz Ahmed, Elaine Marchand and Steve Suarez (tax), Michelle Lally and Kevin Ackhurst (competition/Investment Canada), George Hendy (litigation), James Hassell and Patricia Ross (employment), and Evan Howard (pensions). The Kirkland team included Scott Falk, Steve Fraidin, Bob Hayward, John Jennings, Rob Kiburz, Jennifer Meschewski, Christian Nagler, Roger Rhoten, Adina Rosenthal and Fred Tanne (corporate and securities), Chris Butler and Deneese Walia Levin (finance) and Bill Tymm (blue sky regulation). The Simpson team included Casey Cogut, Maripat Alpuche, Andrew Smith, Greg Grogan, Paul Ezzeddin and Matthew Shaw (corporate), Steven Todrys, Katharine Moir and Noah Beck (tax), Ken Edgar and Rachel Berry (executive compensation), Kevin Arquit, Arman Oruc and Brandi Rubin (antitrust), Adeeb Fadil (environmental), Fagie Hartman (labour), Robyn Rahbar (intellectual property) and Krista McManus (real estate). Richards, Layton & Finger acted as Delaware counsel to Coors with advice provided by Charles Richards, Jr., Donald Bussard and Michael Allen (corporate) Darden Coors, general counsel, and Jennings Newcom and Jeffrey Brandel of Davis Graham & Stubbs LLP in Denver advised the Coors family trusts.

Molson was advised by Marie Giguère, senior vice-president, chief legal officer and secretary, Kelly Brown, corporate counsel and Nathalie Delisle, assistant secretary, together with external Canadian counsel McCarthy Tétrault LLP in Montreal and Toronto, and Molson’s US counsel, Weil, Gotshal & Manges LLP in New York. The McCarthy team was led by Lorna Telfer and Garth Girvan, and included Patrick Boucher, Karl Tabbakh, Sonia Struthers, Arman Kuyumjian and Stephanie Lee (corporate and securities), Jerald Wortsman, Doug Cannon and Ylang Ha (tax), Yves Bériault, Oliver Borgers and Yves Comtois (competition/Investment Canada) and Gérald Tremblay, Q.C., François Giroux and Marc-André Landry (litigation). Peter Goode, Éric Gosselin, Philippe Fortier, Roger Chouinard, Ormonde Benson, Henry Wiercinski and Thomas Davis (corporate and finance) also worked on a reorganization of Molson Canada. The Weil team was led by Howard Chatzinoff and Jeffrey Nadler (corporate and securities), and included Kimberly Blanchard, Stuart Goldring and David Bower (tax), Debra Pearlstein and Joseph Rafferty (antitrust/competition), Mary Jean Potenzone (ERISA), Annemargaret Connolly (environmental), Jeffrey Osterman (IP), Louis Gambino, Danielle Do and David Glick (corporate), Abraham Reshtick and Max Goodman (tax) and Connie Ericson (environmental). Morris, Nichols, Arsht & Tunnell acted as Delaware counsel to Molson with advice provided by Frederick Alexander and James Honaker (corporate).

The special committee of the Board of Directors of Molson was advised by Robert Paré and Gilles Leclerc (corporate and securities), Gilles Carli (tax), Paul Martel (corporate), Ronald McRobie (employment) and Réal Forest (litigation) of Fasken Martineau DuMoulin LLP in Montreal; and David Heleniak, Stephen Besen, Eliza Swann and Robin Smith (M&A), John Cannon, III, (executive compensation and employee benefits), Laurence Bambino and Patrick Valenti (tax) of Shearman & Sterling LLP in New York and Washington.

CIBC Mellon Trust Company, the trustee to the public debtholders of Molson Canada, was advised by Fasken Martineau DuMoulin with a team that included Xeno C. Martis, Angela Onesi and Félix Gutierrez (banking and finance) in Montreal, and Donald Milner (banking and finance) in Toronto.
Eric Molson, the former chairman of Molson and the chairman of Molson Coors, and Pentland Securities (1981), Inc., the controlling shareholder of Molson and a corporation controlled by Eric Molson, were advised by Davies Ward Phillips & Vineberg LLP in Montreal with a team comprised of Sylvain Cossette, Alan Golden, Neil Kravitz and Philippe Johnson (corporate and securities) and Michael Vineberg, Robert Raizenne and Brian Bloom (tax).

The family of Cynthia Molson Baxter were advised by Stikeman Elliott LLP in Montreal with a team comprised of Pierre Raymond and Marc Barbeau (corporate and securities) and Frédéric Harvey (tax).
The family of Deirdre Molson Stevenson were advised by Fraser Milner Casgrain LLP in Montreal by Paul Dingle (corporate and securities).

Aim Trimark Investments Ltd., a significant shareholder of the class A Molson shares, was advised by Alan Bell of Bennett Jones LLP in Toronto.