Sleeman Acquires Unibroues Outstanding Shares

On July 21, 2004, Sleeman Breweries Ltd. completed its acquisition, by way of takeover bid, of all the outstanding shares of Quebec-based microbrewer, Unibroue Inc. The takeover bid expired on June 22, with approximately 95.6 per cent of the outstanding Unibroue shares having been tendered to it. The remaining untendered Unibroue shares were acquired by Sleeman pursuant to the compulsory acquisition provisions of the Canada Business Corporations Act. The total cash consideration of approximately $30.9 million paid to the Unibroue shareholders was financed by an existing debt facility provided to Sleeman by a lending syndicate led by Bank of Montreal, as syndication and documentation agent, and the Bank of Nova Scotia as administrative agent.

Sleeman was represented by Fraser Milner Casgrain, with a team led by Rick Scott and Will Fung (corporate/securities) and including Catherine Pham (corporate/securities), Patrick Boyle and Zahra Nurmohamed (tax), Ron Matheson (financial services), Anneli LeGault (employment) and Paul Shantz (real estate) in Toronto and Guy Lavoie (employment), Pierre Setlakwe and Robert Béland (real estate) and Neil Katz (banking) in Montreal. Sleeman was also represented by PouliotMercure, with a team that included José Dorais and David Johnston.

Unibroue and its controlling shareholders were represented by Ogilvy Renault in Montreal with a team that included Paul Raymond, Luc Boucher and Michelle Setlakwe (corporate/securities) and Éric Gélinas (tax).

Unibroue’s independent director was represented by Pierre Dozois of Brouillette Charpentier Fortin.

Bank of Montreal was represented by Heenan Blaikie, with a team that included Malcolm Boyd and Jim Russell in Toronto, and Robert Campbell in Montreal.