Kaba Acquires Unican Security Systems

On April 12, 2001, Kaba Holding AG of Switzerland, through its wholly owned subsidiary USSL Acquisitionco Inc., completed its acquisition of all the outstanding Class A Voting Shares and Class B Subordinate Voting Shares of Montreal-based Unican Security Systems Ltd. The offer had been made in consideration of approximately $760 million. Kaba is a leading European technology developer and provider in the access management field. Unican manufactures key blanks, key duplicating machines and mechanical push-button locks.

Kaba was represented by in-house counsel David Ratcliffe. In Canada, Kaba was represented by a team from Blake, Cassels & Graydon LLP’s Toronto office, led by David Jackson which included Jeff Glass, Anoop Dogra and Robyn Keinick (corporate and securities), Leslie Morgan and Chris Van Loan (tax), Craig Thorburn and Michael Piaskoski (competition) and Ric McIvor and Simon Finch (banking). Acting for Unican was Heenan Blaikie, assisted by Sandra Heller, in-house counsel to Unican. The Heenan Blaikie team was led by Claudette Bellemare, with Neil Wiener and Jason Caron (securities) in Montreal, and Bill Orr (securities) and Subrata Bhattacharjee (competition) in Toronto. CIBC World Markets Inc., represented by in-house counsel Robert Richardson, and BMO Nesbitt Burns Inc. acted as financial advisors to Unican. UBS Warburg acted as financial advisors to Kaba. Marvin Yontef, Sharon Polan, Christopher Bean, Philip Henderson and Daniel Thomson of Stikeman Elliott acted as local counsel for UBS AG, Zurich and Credit Suisse, lenders to Kaba.