Aditya Birla Group Acquires Minacs Worldwide Shares

On October 12, 2006, TransWorks Information Services, a member of the Aditya Birla Group, completed a $126 million acquisition pursuant to a public takeover bid for all of the outstanding common shares of Minacs Worldwide Inc.

The Aditya Birla Group, based in Mumbai, is a global conglomerate and one of India's largest business houses. Its subsidiary, TransWorks, is one of India's leading business process outsourcing providers. Minacs Worldwide, based in Toronto, is one of Canada's leading business process outsourcing provides. ReichmannHauer Capital Partners, a Toronto-based private equity firm, partnered with the Aditya Birla Group in evaluating the transaction and has invested in the combined entity, which will be a global onshore and offshore business process outsourcing company.

Torys LLP represented Transworks (including the Aditya Birla Group and ReichmannHauer Capital Partners) with a team led by Pat Koval that included Michael Akkawi, Conni Gibson, Sunny Sodhi, Kim Kowalik and Shelley Balshine (corporate), Corrado Cardarelli and Richard Johnson (Canadian tax), Jeff Scheine and Gregg Benson (US tax), Christina Medland and Tara Sastri (pension and employment), Eric Boehm (technology), Jim Tory (litigation), Craig Pell, Mayah Judovits and Mark Irving (US regulatory) and Dennis Mahony (environmental).

Davies Ward Phillips & Vineberg LLP advised the independent directors of Minacs in connection with certain of the major shareholder's early 2006 proposals and subsequently advised the board on its consideration of strategic alternatives and the ultimate acquisition by Transwork. Davies' team was led by Carol Hansell and Ed Hannah and included Christian Gauthier and Greg Harnish (corporate), Lorne Morphy and Jim Bunting (litigation), Mark Katz and Elisa Kearney (competition) and Elie Roth (tax).

Chitiz Pathak LLP represented Elaine Minacs, the largest shareholder in the company, in connection with certain proposals made by her to the board of directors of the company in early 2006 and then subsequently the Estate of Elaine Minacs in connection with the sale to Transwork. The firm's team included Paul Pathak and Manoj Pundit (corporate), Risa Sokoloff (litigation) and Navin Khanna (intellectual property).