On May 20, 2015, Vicwest Inc. (Vicwest), Kingspan Group Limited (Kingspan) and AG Growth International Inc. (AG Growth) completed a plan of arrangement whereby Kingspan (through its subsidiary) acquired all of the issued and outstanding common shares of Vicwest and AG Growth (through subsidiary) acquired substantially all of the assets of Vicwest’s Westeel division. Pursuant to the terms of the plan of arrangement, each holder of common shares received $12.70 for each common share held. The transaction was valued approximately $360 million.
Kingspan was represented by Fasken Martineau DuMoulin LLP with a team including Michael Boehm, Virginia Schweitzer, Robert Chapman and Julia Kennedy (M&A, securities and corporate), Leslie Milton (competition), Christopher Steeves (tax), Rosalind Cooper (environmental), Brad Moore and Murray Braithwaite (litigation), Claire Vachon and Clayton Jones (labour and employment), Ross Gascho (pensions) and Paul King (real estate). Davies Ward Phillips Vineberg LLP was added to the Kingspan legal team during the review as special Canadian competition counsel and in relation to the divestiture order with a team comprising George Addy and Alysha Manji; Preti, Flaherty Beliveau & Pachios, Chartered LLP represented Kingspan in the US, with a team comprising Susan LoGiudice and Matthew Lane (corporate); Randall Weill (competition) and Elizabeth Olivier (employment matters) and O’Melveny & Myers LLP represented Kingspan as US special anti-trust counsel with a team comprising Ted Hassi and Richard Parker (competition).
AG Growth was represented by in-house counsel Eric Lister and by Burnet, Duckworth & Palmer LLP with a team comprising Bill Maslechko, Michael Martin, Scott Kearl, George Wowk, Lauren Ash and Jessica Brown (corporate), Alicia Quesnel and Britney LaBranche (competition), John Wilmot (banking), Gina Ross (employment) and Kirk Lamb (tax).
Vicwest was represented by Goodmans LLP
with a team comprising Neill May
, Ryan Szainwald, Katelyn Rancourt and Emily Ting (corporate), Mitchell Sherman
, Jarrett Freeman, Kabir Jamal and Michael Royal (tax), Dan Dedic (finance), Calvin Goldman
and Richard Annan (competition), Catherine Lyons
(environmental), Tom Friedland and Peter Kolla (litigation) and John Alton (pensions). Skadden, Arps, Slate, Meagher & Flom LLP
represented Vicwest in the US, with a team comprising Ken Schwartz (competition).