On February 8, 2006, Agrium Inc. successfully completed its unsolicited takeover bid for the income deposit securities (IDSs) of Royster-Clark Ltd. and Royster-Clark ULC (Royster-Clark). The total purchase price for Royster-Clark, including the acquisition of a retained minority interest of a Delaware subsidiary and assumed debt, was approximately $600 million. The acquisition was the first successful takeover bid for an IDS structure where the publicly traded IDSs are comprised of common shares and debt instruments of two separate issuers.
Agrium's legal team was led in-house by Leslie O'Donoghue, senior vice-president, general counsel & corporate secretary, and Kathryn Heath, associate general counsel. Blake, Cassels & Graydon LLP represented Agrium with a team that consisted of Pat Finnerty, Chad Schneider, Jeff Lloyd, Brendan Reay, Doris Reimer and Michael Kicis (securities/M&A), Wanda Rumball (tax), Warren Nishimura and Cheryl Kelly (banking and corporate) and Neil Finkelstein, Jeff Galway and Wade Wright (securities litigation). Sandra Jack and Kimberley Lynch of Felesky Flynn LLP acted as special tax counsel to Agrium in the transaction. David Spencer of Bennett Jones LLP acted as special counsel to the Agrium board of directors.
Agrium received US legal advice from Debbie Feinstein, Wilson Mudge and Jason Ewart (antitrust) of Arnold & Porter LLP; Chris Barry and Kimberley Anderson (securities) of Dorsey & Whitney LLP; Robert Wootton, Brad Martinson and Kirsten Malm (tax) of Sidley Austin LLP; and Don Bussard and Lisa Stark (Delaware corporate matters) of Richards, Layton & Finger, PA.
Royster-Clark was represented in Canada and the US by Torys LLP with a team that included James Scarlett, Kevin Morris, Michael Amm, Conni Gibson, Andrea Unikowsky, Trish Randell, Darien Leung and Darren Baccus (corporate); Corrado Cardarelli and Peter Keenan (tax); David Wawro and Craig Pell (antitrust and competition); Christina Medland (pension and employment); and Jim C. Tory and Susan Kushneryk (OSC submissions).
The special committee of the boards of directors of Royster-Clark were represented by Jeffrey Singer, Bill Braithwaite, Jeff Elliott and John Lorito of Stikeman Elliott LLP.
Don Gilchrist and Clay Horner of Osler, Hoskin & Harcourt LLP advised CIBC World Markets Inc. and Credit Suisse First Boston LLC, the financial advisors to the Royster-Clark boards.
Agrium's legal team was led in-house by Leslie O'Donoghue, senior vice-president, general counsel & corporate secretary, and Kathryn Heath, associate general counsel. Blake, Cassels & Graydon LLP represented Agrium with a team that consisted of Pat Finnerty, Chad Schneider, Jeff Lloyd, Brendan Reay, Doris Reimer and Michael Kicis (securities/M&A), Wanda Rumball (tax), Warren Nishimura and Cheryl Kelly (banking and corporate) and Neil Finkelstein, Jeff Galway and Wade Wright (securities litigation). Sandra Jack and Kimberley Lynch of Felesky Flynn LLP acted as special tax counsel to Agrium in the transaction. David Spencer of Bennett Jones LLP acted as special counsel to the Agrium board of directors.
Agrium received US legal advice from Debbie Feinstein, Wilson Mudge and Jason Ewart (antitrust) of Arnold & Porter LLP; Chris Barry and Kimberley Anderson (securities) of Dorsey & Whitney LLP; Robert Wootton, Brad Martinson and Kirsten Malm (tax) of Sidley Austin LLP; and Don Bussard and Lisa Stark (Delaware corporate matters) of Richards, Layton & Finger, PA.
Royster-Clark was represented in Canada and the US by Torys LLP with a team that included James Scarlett, Kevin Morris, Michael Amm, Conni Gibson, Andrea Unikowsky, Trish Randell, Darien Leung and Darren Baccus (corporate); Corrado Cardarelli and Peter Keenan (tax); David Wawro and Craig Pell (antitrust and competition); Christina Medland (pension and employment); and Jim C. Tory and Susan Kushneryk (OSC submissions).
The special committee of the boards of directors of Royster-Clark were represented by Jeffrey Singer, Bill Braithwaite, Jeff Elliott and John Lorito of Stikeman Elliott LLP.
Don Gilchrist and Clay Horner of Osler, Hoskin & Harcourt LLP advised CIBC World Markets Inc. and Credit Suisse First Boston LLC, the financial advisors to the Royster-Clark boards.
