On August 31, 2005, AMR Technologies Inc. completed the combination of AMR with Magnequench, Inc. (MQI). The transaction created a world leader in the design and production of neodymium iron boron (Neo) powders (which are used in the production of high performance, bonded Neo permanent magnets) and advanced rare earths and zirconium-derived specialty materials (which are essential inputs for virtually all electronic devices). The transaction was structured as the acquisition by AMR of all of the outstanding shares and options of MQI in exchange for the issue by AMR of approximately 26.9 million AMR common shares and options to acquire approximately 2.8 million AMR common shares.
The transaction was conditional upon the completion of three separate financing transactions. AMR completed a C$70.9 million subscription receipts offering in July, 2005, and its escrow conditions were satisfied on August 31, 2005. GMP Securities Ltd. acted as the lead agent for the offering with a syndicate that included RBC Capital Markets, First Associates Investments Inc. and Loewen, Ondaatje, McCutcheon Ltd.
AMR completed on August 31, 2005 a private placement financing of US$50 million of convertible secured debentures with a US-based institution. GMP Securities Ltd. acted as the sole agent for the convertible debt offering.
MQI completed on August 31, 2005 a senior debt financing for US$57.5 million, which included a US$7.5 million revolving credit facility with a US-based banking syndicate led by National City Bank (National City). The proceeds of this financing, together with funds from the other financings, re-paid MQI's outstanding term debt facility.
AMR was represented by Fogler, Rubinoff LLP in connection with the merger and acquisition transaction, the public offering of subscription receipts, the private placement of convertible secured debentures, and the credit facility. The Fogler, Rubinoff team included Irwin Greenblatt, Eric Roblin and Karen Murray (securities/corporate), Ross Francis and Joy Avzar (corporate), David Oliver and Barry Fillimore (banking) and Ian MacInnis and Craig Shaw (tax).
MQI and its shareholders were represented by Pillsbury Winthrop Shaw Pittman LLP in connection with the merger and acquisition transaction, the public offering, the private placement and the credit facility. The Pillsbury Winthrop team included David Falck and Courtney McCormick (M&A and securities), William Burke (tax) and Charlotta Otterbeck, Christian Bergeron and Cynthia Pyun (banking). William Orr, John Sabetti and Bozidar Crnatovic (securities/corporate) of Fasken Martineau DuMoulin LLP acted as local Canadian counsel to MQI and its shareholders with respect to the merger and acquisition transaction.
The Special Committee of AMR, which reviewed the merger and acquisition transaction, was represented by Osler, Hoskin & Harcourt LLP with a team that included Mark Trachuk and Colin Berryman (securities/corporate) and Mark Gelowitz (litigation).
The agents for the subscription receipt offering and the private placement of convertible debentures were represented by Ogilvy Renault LLP with a team that included Richard Sutin, Pierre Dagenais (securities), Adam Walsh (corporate) and James Longwell (IP).
The subscriber for the convertible secured debenture offering was represented in Canada by Goodmans LLP with a team that included David Wiseman, Rosella Santilli, Michael Partridge and Brenda Gosselin (securities), and in the US by Timothy Crisp and Brent Stork (banking) of Michael Best & Friedrich LLP.
National City was represented by Jones Day with a team that included John Mazey, Melissa Horn and Rachel Rawson (banking). McCarthy Tétrault LLP was Canadian counsel to National City with a team that included Robert Stephenson and Justin Lapedus (business).
The transaction was conditional upon the completion of three separate financing transactions. AMR completed a C$70.9 million subscription receipts offering in July, 2005, and its escrow conditions were satisfied on August 31, 2005. GMP Securities Ltd. acted as the lead agent for the offering with a syndicate that included RBC Capital Markets, First Associates Investments Inc. and Loewen, Ondaatje, McCutcheon Ltd.
AMR completed on August 31, 2005 a private placement financing of US$50 million of convertible secured debentures with a US-based institution. GMP Securities Ltd. acted as the sole agent for the convertible debt offering.
MQI completed on August 31, 2005 a senior debt financing for US$57.5 million, which included a US$7.5 million revolving credit facility with a US-based banking syndicate led by National City Bank (National City). The proceeds of this financing, together with funds from the other financings, re-paid MQI's outstanding term debt facility.
AMR was represented by Fogler, Rubinoff LLP in connection with the merger and acquisition transaction, the public offering of subscription receipts, the private placement of convertible secured debentures, and the credit facility. The Fogler, Rubinoff team included Irwin Greenblatt, Eric Roblin and Karen Murray (securities/corporate), Ross Francis and Joy Avzar (corporate), David Oliver and Barry Fillimore (banking) and Ian MacInnis and Craig Shaw (tax).
MQI and its shareholders were represented by Pillsbury Winthrop Shaw Pittman LLP in connection with the merger and acquisition transaction, the public offering, the private placement and the credit facility. The Pillsbury Winthrop team included David Falck and Courtney McCormick (M&A and securities), William Burke (tax) and Charlotta Otterbeck, Christian Bergeron and Cynthia Pyun (banking). William Orr, John Sabetti and Bozidar Crnatovic (securities/corporate) of Fasken Martineau DuMoulin LLP acted as local Canadian counsel to MQI and its shareholders with respect to the merger and acquisition transaction.
The Special Committee of AMR, which reviewed the merger and acquisition transaction, was represented by Osler, Hoskin & Harcourt LLP with a team that included Mark Trachuk and Colin Berryman (securities/corporate) and Mark Gelowitz (litigation).
The agents for the subscription receipt offering and the private placement of convertible debentures were represented by Ogilvy Renault LLP with a team that included Richard Sutin, Pierre Dagenais (securities), Adam Walsh (corporate) and James Longwell (IP).
The subscriber for the convertible secured debenture offering was represented in Canada by Goodmans LLP with a team that included David Wiseman, Rosella Santilli, Michael Partridge and Brenda Gosselin (securities), and in the US by Timothy Crisp and Brent Stork (banking) of Michael Best & Friedrich LLP.
National City was represented by Jones Day with a team that included John Mazey, Melissa Horn and Rachel Rawson (banking). McCarthy Tétrault LLP was Canadian counsel to National City with a team that included Robert Stephenson and Justin Lapedus (business).
