Capital Infragaz Acquires 50.38 per cent of Noverco

On June 30, 2004, Capital Infragaz LP, a limited partnership formed by a group of investors led by the Caisse de dépôt et placement du Québec completed the $900 million acquisition of a 50.38 per cent stake in Noverco Inc. Noverco is the sole shareholder of Gaz Métro Inc., the general partner and holder of a 74.7 per cent interest in Gaz Métro Limited Partnership. Noverco also owns 9.7 per cent of the shares of Enbridge Inc.

In concurrent transactions, Infragaz acquired its Noverco stake from the Caisse, which had previously acquired it from HQ Énergie Inc., a wholly-owned subsidiary of Hydro-Québec. HQ Énergie also held purchase options on the respective interests of National Bank Financial Inc. and the Caisse in Noverco. Such purchase options were transferred to and exercised by the Caisse.
Capital d’Amérique CDPQ Inc., a wholly-owned subsidiary of the Caisse, acts as a general partner of Infragaz, which includes, as part of the investor group, the following original investors as limited partners: the Caisse de dépôt, SNC-Lavalin Inc., and Régime de rentes du Mouvement Desjardins.

The Caisse and Infragaz were represented by Robert Côté, director, legal affairs, and by Desjardins Ducharme Stein Monast with a team that included Gérard Coulombe, Q.C., Catherine Papineau, Francis Desmarais, Patrick Théorêt and Véronik Bonneville-Pesant (corporate), Marc Rochefort and Benoit Dionne (securities), Marc Beauchemin (regulatory) and Serge Gloutnay and Henri-Louis Fortin (tax).

SNC was represented by Réjean Goulet, group counsel, assisted by Renaud Coulombe (corporate) and Jules Charette (tax) of Ogilvy Renault.

Régime de rentes du Mouvement Desjardins was represented by Jean-Marc Derrien, legal counsel, corporate affairs. On its part, HQ Énergie Inc. was represented by Érika Beaumier of Hydro-Québec, and Jean-René Gauthier of McCarthy Tétrault.

The participations of Laurentides Investissements SA (represented by Sylvain Cossette of Davies Ward Phillips & Vineberg) and of IPL System Inc., a wholly-owned subsidiary of Enbridge Inc. (represented by Brian Pukier of Stikeman Elliott) in Noverco remain the same.

In a subsequent transaction completed on July 14, 2004, the Caisse sold a $150 million interest in Infragaz to Fonds de solidarité des travailleurs du Québec (FTQ). FTQ was represented by Janie Béïque, vice-president, legal affairs, Liette Leduc, director, legal affairs and Jodi Lackman, legal counsel. The Caisse was represented by Robert Côté, director, legal affairs, assisted by Catherine Papineau and Francis Desmarais of Desjardins Ducharme Stein Monast.