Centre Partners Management Out-Bids Royal Laser for OSF

In a series of multi-party transactions and financings of over $310 million, investment affiliates of Centre Partners Management LLC (Centre), a New York-based private investment firm, have acquired all outstanding 18 million common shares of OSF Inc. through an all-cash takeover bid at $7.25 per share. The cash takeover bid by Centre’s affiliates prevailed over a share-for-share bid that had been made by Royal Laser Tech Corporation (Royal Laser). Upon successful completion of the takeover bid and follow-up compulsory acquisition of the remaining common shares, the acquisition vehicle and OSF Inc. amalgamated under the name OSF Inc. (OSF). OSF is a leading North American provider of retail store fixtures, based in Toronto. The amalgamated OSF has, through a tender offer and redemption, repurchased all outstanding $85 million of its 8.40 per cent Senior Debentures. In addition, the amalgamated OSF has completed the acquisition of the Seven Continents store fixtures division from Royal Laser for approximately $49 million of cash and securities of O Holdings Corp., the new parent company of OSF.

Dates of closing for the final purchase of OSF Inc. shares was March 20, 2000; for the amalgamation was March 21, 2000; and for the purchase/redemption of OSF Debentures, purchase of assets from Royal Laser and senior and subordinated debt financings was March 23, 2000.
Garth Girvan and Edward Kerwin of McCarthy Tétrault in Toronto acted for Centre on the share takeover bid together with Norman Chirite of New York’s Weil, Gotshal & Manges. McCarthy associates William Ford and Dean Masse assisted on the bid. In connection with the takeover bid, OSF Inc. was represented by David Matlow and Kari Mackay of Goodman Phillips & Vineberg. The Independent Committee of the Board of OSF Inc. was advised by Warren Grover, Q.C., and Ernest McNee of Blake, Cassels & Graydon LLP.

Royal Laser was advised by Robert Wildeboer and Robert Wortzman of Wildeboer Rand Thomson Apps & Dellelce LLP in Toronto in connection with the bid by Royal Laser for OSF Inc. and the sale of the assets of the Seven Continents Division to OSF. Acting for OSF on the asset purchase from Royal Laser was McCarthy Tétrault led by Garth Girvan and Edward Kerwin together with Craig Mitchell, William Ford and Dean Masse. Edward Kerwin and William Ford advised Centre and OSF on the repurchase and redemption of the debentures.

Senior debt financing for the transactions and senior revolving credit facilities have been provided by Canadian Imperial Bank of Commerce. The Bank was advised by Sam Principi, David Simpson and Debbie Caruso of Blake, Cassels & Graydon LLP. Subordinated debt financing and part of the equity funds were provided by CIBC Capital Partners. CIBC Capital was represented by Stephen Donovan, Adam Delean, Carolyn Naiman and Shawn Beber of Torys.

Henry Wiercinski and Craig Mitchell of McCarthy Tétrault advised Centre and OSF in connection with the financing matters. Tax advice throughout the transactions was provided by Gabrielle Richards and Jillian Welch of McCarthy Tétrault. Other McCarthy Tétrault advisers included Silvio D’Addario and Susan Spence on Real Property matters and Richard Nixon, Brian Smeenk and Mary Beth Currie on labour and employment law matters and Pamela Feldman and Peter Brown on intellectual property matters.