TD Capital Canadian Private Equity Partners Fund to Acquire Harrowston

On June 3, 2001, TD Capital Canadian Private Equity Partners Fund, Canada’s largest private equity partnership, entered into an agreement with Harrowston Inc., under which the fund agreed to make an offer to purchase all of the outstanding Class A common shares of Harrowston at a price of $7.35 in cash per share. Harrowston shareholders Brent Belzberg and David Sutin, who together own approximately 16 per cent of the Class A common shares calculated on a fully diluted basis, irrevocably agreed to tender their shares to the offer. The fund offer values Harrowston’s equity at approximately $210 million based on approximately 28.5 million Class A common shares outstanding on a fully diluted basis.

The fund retained the mergers and acquisitions team at Davies Ward Phillips & Vineberg LLP, comprised of Jean-Paul Bisnaire, Patrick Barry, Julie Lane, David White and Sonny Bhalla (corporate), John Zinn and Siobhan Monaghan (tax) and Brian Facey, David Fruitman and Anita Banicevic (competition). Harrowston was advised by Stikeman Elliott’s John Stransman, Brian Pukier, Quentin Markin, Chris Flood and Mark Katz (corporate) and Shawn Neylan and Patrick Gay (competition). Assistance on US legal issues was provided by Marc Berger and Jim Guadiana of the New York office of Davies Ward Phillips & Vineberg LLP and Wachtell, Lipton, Rosen & Katz (antitrust) in New York.