A group of investors led by the Dutil family (the Family Group) and composed of American Industrial Partners (AIP), Caisse de dépôt et placement du Québec (CDPQ) and Fonds de solidarité FTQ (FSTQ and, collectively with the Family Group and CDPQ, the Rollover Shareholders) successfully completed the acquisition of Canam Group Inc. (Canam), a corporation involved in the design, manufacture and sale of construction products and services for the commercial, industrial, institutional, multi-residential and infrastructure construction industries, for approximately $875 million, including the assumption of existing indebtedness.
The acquisition was implemented by way of a statutory plan of arrangement under the Business Corporations Act (Québec) whereby a special-purpose entity held by AIP and the Rollover Shareholders has acquired all of the issued and outstanding common shares of Canam (the Shares), except for the Shares contributed directly or indirectly by the Rollover Shareholders to the Purchaser in exchange for shares of the Purchaser, for a cash consideration of $12.30 per share. The shareholders of Canam approved the arrangement at a special meeting held on June 13, 2017. The final order approving the arrangement was granted by the Québec Superior Court on June 15, 2017, and the transaction closed on June 30, 2017.
AIP was represented by an in-house team led by Nikhil Bodade, partner and General Counsel, and assisted by a team from Stikeman Elliott LLP that included Sidney Horn, Robert Carelli, Barbara Sheng, Olivier Godbout and Laurence Cromp-Lapierre (corporate/securities), Luc Bernier and Adam Drori (tax), Michael Kilby and Gideon Kwinter (regulatory), Howard Rosenoff, Elizabeth Labrie and Dominique Rolland (financing) and Frédéric Paré and Rémi Leprévost (plan of arrangement).
AIP was represented in the United States by a team from Ropes & Gray LLP that included Daniel Evans, Anna Rozin, Vernie Hsu and Oren Rafii (corporate) and Stefanie Birkmann and Jenelle DeVits (financing).
Canam was represented by an in-house team led by Louis Guertin, Vice President, Legal Affairs and Secretary, and assisted by a team from Fasken Martineau DuMoulin LLP that included Jean-Pierre Chamberland, Marie-Josée Neveu, Kiran Singh and Magali Brunelle (corporate/securities), Alain Riendeau and Brandon Farber (plan of arrangement), Marc Novello (banking), Alain Ranger (tax) and Huy Do (competition).
The Family Group was represented by a team from Stein Monast LLP that included Jacques Cossette-Lesage, Richard Provencher and Vicky Drouin.
CDPQ was represented in-house by Sophie Lussier, Vice-President, Legal Affairs, Investments and FSTQ was represented in-house by Sébastien Ghantous, Senior Legal Counsel. CDPQ and FSTQ were assisted by a team from McCarthy Tétrault LLP that included Patrick Boucher and Michèle Lefaivre (corporate/securities) and Christian Meighen and Marie-Soleil Landry (tax).
Canam’s special committee was represented by a team from Norton Rose Fulbright Canada LLP that included Paul Raymond, Steve Malas and Renée Loiselle.