GL&V Sells Process Group and Spins Off Water Treatment and Pulp and Paper Groups

On August 10th, 2007, through a Court-approved plan of arrangement, a Canadian subsidiary of FLSmidth & Co (FLS) acquired all the outstanding Class A subordinate voting shares and Class B multiple voting shares of Groupe Laperrière & Verreault Inc. (GL&V) thereby acquiring the Process Group of GL&V. Prior to the closing, GL&V transferred its Water Treatment and Pulp and Paper Groups to GLV Inc. (New GLV) through a series of share and asset transfers and a corporate reorganization carried out in approximately 23 countries. Pursuant to the arrangement, each GL&V shareholder received a per-share consideration consisting of $33 in cash and one share of New GLV. Under the arrangement, FLS paid a cash consideration of $810 million, equivalent to $33 per share, plus the assumption of GL&V's net debt, with the exception of $50 million of net debt which was assumed by New GLV.

Prior to the closing of the arrangement, New GLV obtained credit facilities of $175 million from a banking syndicate led by National Bank of Canada as administrative and collateral agent and JP Morgan Chase Bank N.A. as syndication agent.

GL&V was represented in-house by Gwen Klees, Antonietta Calitri, Craig Christensen, Claudette Crevier and Lauretta Bogaard. Gowling Lafleur Henderson LLP acted as Canadian counsel to GL&V with a team comprised of Robert Dorion, Marc Laflèche, Charles Antoine Robitaille, Martine Guimond, Sophie Morin, Simon Labrecque, Léonard Serafini, Étienne Tremblay, Danielle Lalonde, Carine Taza and Johanne Duchesne (corporate, M&A), Pierre Legault (advocacy), Jonathan Auerbach (IP), Pierre Lissoir (regulatory), Alain Lalonde and Steven Willard (real estate), David Kierans and Pierre André Hamel (banking).

Fasken Martineau DuMoulin LLP represented the special committee of the Board of Directors of GL&V with a team comprised of Robert Paré, Gilles Leclerc, Gabriel Castiglio (corporate), Stéphanie Lapierre (advocacy) and Gilles Carli (tax).

FLS was represented in-house in Denmark by Johannus Egholm Hansen, vice-president, group general counsel, and Olivier Lamer, corporate legal counsel, and in the United States by Stephen M. Harrington, lead corporate counsel, and by Daniel DeJoseph, senior attorney/patent attorney.

Stikeman Elliott LLP represented FLS in Canada with a team comprised of Franziska Ruf, Benoît C. Dubord, Michel Gélinas, Christopher Dye, Vanessa Coiteux and Stéphanie Raymond Bougie (corporate), Robert Hogan, Franco Gadoury and Pierre Louis Le Saunier (tax), Marc-André Coulombe (advocacy), Eugene Derenyi (IP) and Myriam Fortin (environmental).

McCarthy Tétrault LLP represented National Bank of Canada, JP Morgan Chase Bank N.A. and the other lenders with respect to New GLV's credit facilities, with a team comprised of Michel Deschamps and François Dupuis.