BT Group Acquires certain NSB Retail Systems Assets

On December 19, 2003, BT Group Plc and NSB Retail Systems Plc reached an agreement for BT to become NSB’s exclusive distributor in the UK and in Ireland, and to enable BT to fulfill this obligation BT was to acquire NSB’s principal UK operations for a cash consideration of GBP17 million. The transaction became effective on January 5, 2004. NSB is a supplier of software products and services to the retail market with operations in the UK and in North America. BT is a provider of local, national and international telecommunications services, higher-value broadband and internet products and services and IT solutions.

BT was represented by in-house counsel Kimon de Ridder, Brendan Tomlinson and Terry Tong. NSB was represented in Canada by Stikeman Elliott LLP, with a team that included William Rosenberg, Peter Castiel, Robert Hogan and Luc Bernier (tax), Dominique Babin (IP) and Caroline Boutin; and in the UK by CMS Cameron McKenna, with a team that included Louise Wallace, Sarah Hanson and Benjamin Smith (corporate)and Matthew McMillan (commercial). 3068358 Canada Inc., a secured creditor of NSB, was represented by Brian Salpeter of Davies Ward Phillips & Vineberg LLP, and assisted by Chris McLaughlin of Weil, Gotshal & Manges LLP in the UK.