AT&T Canada Acquires MONTAGE eIntegration Inc.

On June 1, 2001, AT&T Canada acquired MONTAGE eIntegration Inc. for approximately $60 million in cash and AT&T Canada Inc. deposit receipts, and up to an additional $30 million in cash, conditional upon the meeting of certain financial targets in the next 12 months. The combined e-Business unit, to be known as MONTAGE·DMC e-Business Services, will be one of the largest e-Business service providers in Canada, employing more than 600 e-Business professionals. The transaction was structured as a takeover bid under the Alberta Business Corporations Act, taking into consideration more than 500 employee shareholders of MONTAGE eIntegration Inc.

Joe Yurkovich and Wendi Crowe of Miller Thomson LLP’s Edmonton office represented MONTAGE eIntegration Inc., with the assistance of Kevin Klaassen and Stacey Denham, Michael Hayduk, Q.C. and John Peters of the Calgary office and Barbara Doherty of the Toronto office assisted with various securities matters.

Michelle Sloan of AT&T Canada instructed a team at the Toronto office of McCarthy Tétrault, consisting of Gordon Baird, Rob Hansen and Greg Stone (corporate and securities), with the assistance of Jim Morand (tax), Lorraine Allard (pensions) and Mary Lou Brady (employment), as well as the assistance of Benoit Dionne in Montreal and Mark Eade in Calgary. Additional securities and corporate advice was provided to AT&T Canada by Ward Sellers and Alexis Gosselin of Osler, Hoskin & Harcourt LLP. United States securities and corporate advice was provided by Joy Hord of Parker Poe Adams & Bernstein LLP in Charlotte, North Carolina.