CertainTeed Insulation Canada Acquires Operating Assets of OFI Income Fund

On January 2, 2009, CertainTeed Insulation Canada, Inc., an indirect subsidiary of Compagnie de Saint-Gobain, completed the acquisition of all the operating assets of OFI Income Fund for consideration of approximately $81,000,000 less the amount of the debt owed by the fund and its subsidiaries and certain other closing adjustments. Upon completion of certain post-closing purchase price adjustments, the units of the fund were redeemed and the unitholders of the fund were paid $3.17 for each outstanding unit of the fund on January 30, 2009.

The business acquired by CertainTeed in this transaction (“the business”) manufactures and distributes a broad range of fibreglass products, including fibreglass insulation and fibreglass ceiling tiles, designed for thermal and acoustical applications and destined for the Canadian, US and international residential and industrial markets.

CertainTeed and its affiliates were represented by in-house counsel Carol Gray, deputy general counsel of Saint-Gobain Corporation, and Teresa Ciccotelli, divisional counsel of Saint-Gobain Corporation, and by Borden Ladner Gervais LLP, with a team including Prema Thiele, Paul Findlay, Léah Schlesinger and Michael Tripp (securities and M&A); Larissa Tkachenko and Daniel Lang (tax); Eric Dufour (competition); Will Wallace (banking); Noella Milne (commercial real estate) and Susan Sorensen and Michelle Henry (labour and employment).

Legal representation of the fund and its subsidiaries was provided by Stikeman Elliott LLP, with a team comprised of André Roy, Anthony J. Penhale, Pierre-Yves Leduc, Philippe Tommei, Zev Zelman and Andrée-Anne Arbour-Boucher (corporate and securities); Luc Bernier and Marc-André Bélanger (tax); Jean Lamothe and Sylvia Avedis (banking); Myriam Fortin (environmental); Kim Alexander-Cook (competition); Hélène Bussières (labour and employment); and Eugene Derényi, Vivien Tzau and Ryan Sheahan (intellectual property).

The special committee of the board of trustees of the fund was represented by Bennett Jones LLP, with a team including Barry Reiter, Robert Fabes and Simon Grant. Fibreglass Holdings Ltd., a minority owner of the business, was represented by Robert Chapman from McCarthy Tétrault LLP.