AT&T/ MetroNet

In the second largest ever domestic merger in Canada, AT&T Canada Corp. and MetroNet Communications Corp. merged on June 1, 1999 in a transaction valued at approximately $7 bn. . The combined company, which now carries on business under the name AT&T Canada Inc. , is Canada’s first national, networks-based telecommunications company. MetroNet looked to an in-house legal team of Stephen Chisholm and Katherine Archer and to Osler, Hoskin & Harcourt as its outside counsel. The team at Oslers was lead by P. Dougal Macdonald, who was assisted by E. A. (Ward) Sellers, Donald Gilchrist, Francis Turner, Lee Webster, Terrence Burgoyne, Lorne Abugov (telecom regulatory), Monica Biringer (tax) and David Tetreault (tax). AT&T relied on both its internal legal team and Fasken Campbell Godfrey as outside counsel. David Pester, of AT&T Corp. in the United States, lead the internal legal team on the transaction. The Fasken team was led by partners George Glover, Lynne Golding, Roxanne McCormick and Barbara Miller, with support from tax partner Douglas Cannon. John Dillman of Lang Michener represented Rogers Communications in the transaction. Rogers held 120,500,000 Class B Non-Voting Shares of MetroNet representing approximately 28% of the class outstanding. These shares were converted into deposit receipts to facilitate the eventual sale of the company (to AT&T if regulatory requirements permit) at a formula price guaranteed by AT&T. As a result of the transaction, which was completed as a plan of arrangement under the Canada Business Corporations Act, MetroNet shareholders own approximately 69% of the combined business, with AT&T Corp. owning the balance. However, as part of the transaction, AT&T Corp. agreed that, upon the occurrence of certain events during a period ending on June 30, 2003, it will purchase all of the shares of the combined company which it does not own at the greater of a minimum price per share (initially $75) and the fair market value price per share.