Groupe Laperrière & Verreault Completes U.S. Transactions

Quebec-based Groupe Laperrière & Verreault Inc. (GL&V) acquired effective November 1, 2002, the business and assets of the EIMCO division of U.S.-based Baker Hughes Incorporated (EIMCO unit) for more than $80 million. GL&V designs, manufactures, upgrades and offers after-sales servicing of patented engineered equipment used in pulp and paper production and in liquid/solid separation processes.

GL&V was represented in the acquisition by Robert Dorion, Marc Laflèche, Charles-Antoine Robitaille, Alexandre Sami and Julie Frégeau of Gowling Lafleur Henderson LLP in Montreal; by Walter Healy of Windels Marx Lane & Mittendorf, LLP in New York; by Per-Erik Hasselberg, Sophie Spread and Neel Malviya of Linklaters for Europe; by Antonio Ortuzar, Jr., and Karen Paz Berdichewsky of Baker & McKenzie for South America; and by Anthony Serong and Kerry Karafotias of KPMG Legal for Asia and Australia.

Baker Hughes was represented by in-house counsel John Bakht, and by Charles Strauss, Seth Wexler and Nina Bianchi of Fulbright & Jaworski LLP in Houston. Baker Hughes was represented by in-house counsel Gavin Sinclair for Europe, Will Marsh for South America and Phillip Jackson for Asia and Australia.

The acquisition also involved the assignment of all the intellectual property of the EIMCO unit in over 35 countries, which was co-ordinated by Hélène D’Iorio, Céline Tremblay and Katherine Stachrowski of Gowling Lafleur Henderson in Montreal for GL&V, and Al Riddle, deputy general counsel (intellectual property) for Baker Hughes.

Concurrently with the acquisition, GL&V entered into a $135 million credit agreement with a syndicate of lenders led by National Bank of Canada and The Bank of Nova Scotia. GL&V also completed a private placement of 2.5 million class A subordinate shares for an aggregate amount of $31.875 million pursuant to an underwriting agreement among the underwriters, GL&V, Scotia Capital Inc., National Bank Financial Inc., Sprott Securities Inc. and Desjardins Inc.
For the agreement, GL&V was represented by Robert Dorion, Léonard Serafini, David Kierans, Alain Lalonde and Martine Guimond of Gowling Lafleur Henderson LLP in Montreal, assisted by Eric Bruenner and Walter Healy of Windels Marx Lane & Mittendorf.

Michel Deschamps, Robert Metcalfe, Martine Boucher, Richard O’Doherty and Mary Jeanne Phelan of McCarthy Tétrault LLP in Montreal acted for National Bank of Canada and The Bank of Nova Scotia, assisted by Michael Clain and Alan Michigan of Brauner Baron Rosenzweig & Klein, LLP in New York. The underwriters were represented by McCarthy Tétrault in Montreal, with a team comprised of Jean-René Gauthier and Josiane Turcotte.