Teachers’ Private Capital Acquires CFM Corp.

On April 12, 2005, Teachers’ Private Capital, the private equity arm of Ontario Teachers’ Pension Plan, completed its acquisition of CFM Corp., a leading integrated manufacturer of hearth and space heating products, barbecue and outdoor products in North America and the UK, in a transaction valued at approximately US$230 million. CFM shareholders voted in favour of the transaction on April 8, 2005. Under the terms of the acquisition agreement, CFM shareholders received C$1.50 for each CFM common share held.

The transaction was the result of a strategic review process initiated by CFM’s board of directors in October 2004 and was carried out by way of amalgamation under the Ontario Business Corporations Act.

Prior to the completion of the transaction, Ontario Teachers’ Pension Plan acquired all of CFM’s outstanding US$125 million senior secured notes that were in default.

As part of the transaction, Teachers’ Private Capital agreed to provide CFM with a US$25 million interim financing facility to assist CFM in meeting its working capital needs until the closing of the transaction.

Teachers’ Private Capital was represented in-house by Michael Padfield, senior legal counsel, investments; by Davies Ward Phillips & Vineberg LLP with a team that included William Ainley, Berl Nadler, Kevin Rooney, Melanie Koszegi and Darren Wasylucha (corporate and commercial), Sarah Powell (environmental) and John Bodrug and Charles Tingley (competition); and by Hicks Morley Hamilton Stewart Storie LLP with a team that included Elizabeth Brown and Stephanie Kalinowski (employment).

CFM was represented in-house by Matthew Hibbert, general counsel, and by Torys LLP with a team that included Michael Siltala, Cornell Wright and Julia Cornett (corporate), Tony DeMarinis and Jennifer Guerard (restructuring), Peter Birkness and Vanessa Kee (credit arrangements), Dennis Mahony (environmental) and Carolyn Naiman (competition).

The special committee of CFM’s board of directors was represented by Fasken Martineau DuMoulin LLP with a team that included Gar Emerson, Q.C., and Georges Dubé.

CFM’s senior secured noteholders were represented in the US by Bingham McCutchen LLP with a team that included Chester Fisher, III, and Michael Brown, and in Canada by Goodmans LLP with a team that included Jay Carfagnini, Celia Rhea, Robert Chadwick and Melaney Wagner.

Debt financing for the transaction was provided by Ontario Teachers’ Pension Plan and Bank of Montreal. The bank’s counsel was Alison Manzer at Cassels Brock & Blackwell LLP.