A. O. Smith Acquires GSW

On April 3, 2006, A. O. Smith Corporation announced that it had acquired approximately 98 per cent of the outstanding class A and class B shares of GSW Inc. under the terms of its takeover bid for GSW and that it would proceed to acquire 100 per cent of GSW pursuant to a compulsory acquisition transaction.

A. O. Smith announced its offer on February 3, 2006, and formally launched its takeover bid on February 23, 2006. A. O. Smith's offer was for $115 per GSW share (approximately $400 million in aggregate). GSW mailed a directors' circular dated February 23, 2006, in which its board of directors unanimously recommended that shareholders accept the offer. As part of the transaction, A. O. Smith and GSW entered into a preacquisition agreement and A. O. Smith and GSW's two largest shareholders entered into a deposit agreement.

A. O. Smith's legal team was led by W. David Romoser, vice-president, general counsel and secretary. A. O. Smith's external Canadian counsel was McMillan Binch Mendelsohn LLP with a team that was led by Sean Farrell that included Frank Archibald and Bob McDermott (M&A/securities), Neil Campbell and Omar Wakil (competition and Investment Canada) and Mary-Ann Haney, Laura Stoddard and Carrie Aiken (tax). Foley & Lardner LLP acted as US counsel to A. O. Smith with a team that included Pat Quick and Bryan Schultz. Howrey LLP advised A. O. Smith on US antitrust matters with a team that included Sean Boland and Paul Cuomo.

Torys LLP acted as counsel to GSW and its two largest shareholders in both Canada and the United States. The Torys team was led by Sharon Geraghty and included Krista Hill, Jim Turner, Rima Ramchandani, Andrea Unikowsky, John Guccione and Jennifer Lennon (Canadian M&A/securities), John Unger (tax), Phil Mohtadi (Investment Canada) and Andy Beck (US securities). The team on antitrust matters was led by Jay Holsten and David Wawro and included Ian Goldrich, Shaya Berger, Jay Romagnoli and Craig Pell.

Rick Sutin and Ava Yaskiel of Ogilvy Renault LLP acted for the special committee of independent directors of GSW.

J. Mark Richardson and Craig Manuel of Lang Michener LLP acted for GSW's largest shareholder in connection with its tender pursuant to the exercise of a holdco alternative, which was included under the terms of the offer.