Kruger Acquires Maison des Futailles

On September 1, 2006, Kruger Inc., through an indirect subsidiary, completed the acquisition of all the units of Maison des Futailles, L.P. held by Société des alcools du Québec and Fonds de solidarité des travailleurs du Québec (F.T.Q.) and all the shares held by SAQ and FSTQ in MDF's general partner, for an amount of approximately $68.8 million. Following the acquisition by Kruger, FSTQ retains a 25 per cent interest in MDF. The acquisition price was financed through equity contributions by Kruger and FSTQ and subordinated debt financing by FSTQ, and through a bank syndicate comprised of National Bank of Canada, Caisse de dépôt et placement du Québec and Bank of Nova Scotia that provided senior secured credit facilities to the purchaser. The transaction was the culmination of an extensive auction process coordinated on behalf of SAQ and FSTQ by PricewaterhouseCoopers.

Founded in 1999, Maison des Futailles is a leading winemaker, bottler and marketer of wines and spirits. Its line of products is marketed in Quebec and elsewhere. Founded in 1904, Kruger Inc. is a major producer of publication papers, tissue, lumber and other wood products, corrugated cartons from recycled fibers, and green and renewable energy. Kruger is also a leader in paper recycling in North America. Kruger operates facilities in Quebec, Ontario, Alberta, British Columbia, Newfoundland and Labrador, in the US and the UK and has 10,000 employees. The acquisition is in keeping with the diversification strategy adopted by the Kruger organization during the last 10 years.

Kruger was represented by Ogilvy Renault LLP with an acquisition team comprised of Paul Raymond, Amar Leclair-Ghosh, Niko Veilleux, Amélie Métivier, Mario Caron (real estate), Nicolas Labrecque (real estate), Jean Piette (environment), Marc Tremblay (labour), Gilles Touchette (labour) and André Giroux (labour). Amar Leclair-Ghosh, Jean Daigle and Niko Veilleux of Ogilvy Renault advised Kruger with respect to the structuring of the equity and debt financing by, and shareholder arrangements with, FSTQ, and as to preparation of MDF's amended limited partnership agreement. Martin Thériault and Guillaume Beaupré of Ogilvy Renault represented Kruger with respect to the secured credit facilities. Advice to Kruger on tax matters was provided by Luc Bernier and Marc-André Bélanger of Stikeman Elliott LLP.

SAQ was represented in-house by Suzanne Paquin and Gilles Jolicoeur and by McCarthy Tétrault LLP with a team that included Mireille Fontaine, Nathalie Forcier, Julien Saulgrain, Carol Anne Laramée (labour), Michel Laplante (litigation), Stéphanie Gilcher (real estate), Julie Belley Perron (environment) and Jean-François Boisvenu (financial services). McCarthy Tétrault advised SAQ on the sale transaction and other related matters, including with respect to environmental, union and litigation issues.

FSTQ was represented by in-house counsel Liette Leduc and Sonia Lévêque with respect to FSTQ's equity investment in, and debt financing to, MDF and shareholder arrangements with Kruger, and by Natacha Bernier with respect to the sale transaction.

MDF was represented by BCF LLP with a team comprised of Richard Epstein, Guy Rouleau, Jocelyn Auger and Élise Rouillard and, with respect to the financing, Keyvan Nassiry and Martin Janelle.

The bank syndicate was represented by Osler, Hoskin & Harcourt LLP with a team comprised of Natalie Gosselin and Eva Gazurek.