L-3 Acquires CAE’s Marine Controls Division

On February 3, 2005, L-3 Communications Corp. acquired the worldwide operations of the Marine Controls division of CAE Inc. for approximately $300 million. The Marine Controls division develops and implements control, monitoring and training software, hardware and systems for naval warships, submarines, civil marine vessels, nuclear reactors, spacecraft and power plants. It has operations in Canada, the US, Norway, the UK, Italy, India and Malaysia, and customers in another 23 countries. At closing, the parties also entered into a number of agreements providing for certain transfers and cross-licensing of intellectual property, provision of hardware manufacturing and engineering services and back-office transitional arrangements to facilitate the operation of the Marine Controls division on a stand-alone basis.

L-3 Communications was represented by Bruce Latimer, vice-president and Canadian general counsel, and by Osler, Hoskin & Harcourt LLP with a team that included Iain Scott, Craig Wright, Sylvie Bordet, André de Maurivez and Karen Shaw (corporate/M&A), Michel Généreux and Josée Thibodeau (technology/IP), Mark Brender and Drew Morier (tax), Melanie Polowin (employment), Doug Rienzo and Deron Waldock (pensions and benefits) and Steve Sansom (competition/antitrust). L-3 was represented in the UK by Taylor Wessing with a team that included David Kent, Sara Bradbury, Simon Lovell and Chen Ikeogu; in Norway by Hans Cappelen Arnesen, Halvor Sigurdsen and Siri Teigum of Thommessen Krefting Greve Lund ASOtterbourg, Steindler, Houston & Rosen, PC; in Italy by Ida Marotta and Giorgia DePaolis of Allen & Overy LLP; in India by Cyril Shroff, Nivedita Rao and Aditi Chopra of Amarchand & Mangaldas; and in Malaysia by Christina Kow of Shearn Delamore & Co. Jeff Bialos and Tom Jordak of Sutherland Asbill & Brennan LLP acted as special antitrust counsel to L-3 Communications in the US, and Marc Reysen and Raj Roy of Freshfields Bruckhaus Deringer acted as special antitrust counsel in the rest of the world.

CAE was represented by Hartland Paterson, vice-president legal, general counsel and corporate secretary, Sophie Poirier and Julie Savage of CAE Inc., and by Stikeman Elliott LLP with a team that included Christine Desaulniers, Nicolas Beugnot, Nicolas Vanasse and Pascal Hurtubise (corporate/M&A), Stuart McCormack and Justine Whitehead (technology/IP), Frédéric Harvey (tax), Eveline Poirier (employment), Michel Legendre (pension and benefits) and Jeff Brown and Vicky Eatrides (competition/antitrust). CAE was represented in the US by Shearman & Sterling LLP with a team that included Brice Voran, Jennifer Mazin and David Wales; in the UK by Vincent O’Brien and Justin Ellis of DMH Stallard; in Norway by Oyvind Kilstad and Tore Hjelseth of Advokatfirmaet Hjelseth, Kilstad & Borgen DA; in the Netherlands by Harold Tuinstra and Lucinda Schuurman of Loyens & Loeff NV; in India by Raj Dubey of Dubey & Partners; in Italy by Enrico Sisti and Fabiana Muzii of Rucellai & Raffaelli; and in Malaysia by John Mathew of Lee, Ong & Kandiah.