A contested takeover bid by Sherritt Coal Partnership (Sherritt Coal) for the securities of Luscar Coal Income Fund (Luscar) was resolved on April 24, 2001 when the fund agreed to support an amended and increased offer by Sherritt Coal. Sherritt Coal, a partnership of Sherritt International Corporation and a subsidiary of the Ontario Teachers’ Pension Plan Board, launched its unsolicited offer for the fund in late February, offering cash or a combination of cash and shares of Sherritt International. Ultimately, Sherritt Coal agreed to increase the bid price in return for the unanimous support of the trustees of the fund. Upon its expiry on May 23, 2001, holders of more than 95 per cent of the fund’s securities had accepted the offer. Taking into account assumed debt, the total value of the acquisition was approximately $1 billion.
Sherritt Coal Partnership was advised by Sam Ingram, Q.C., of Sherritt International, and the pension board’s Michael Padfield, together with a team from Torys, including Geoff Creighton, Matt Cockburn, Greg Scallen, Michael Barrett and Wendy Kennish (corporate) with assistance from John Unger and Ann Marie McGovern (tax), Jay Holsten (competition) and Jim Tory (litigation). Luscar Coal Income Fund sought advice from a Calgary team at Bennett Jones LLP, including Martin Lambert, John MacNeil and Darrell Peterson, Michael Boehm and Donald Boykiw (securities), Alan Ross (tax), Perry Spitznagel as trustee, and Robert Staley of Bennett Jones LLP’s Toronto office (litigation). Luscar Coal Ltd. and Luscar Ltd., the operating companies in which the fund invests, were advised by general counsel Allen Maydonik, Q.C., and a team from Parlee McLaws, including Terry Cockrall, Q.C., Bruce Lawrence, Frank Niziol and Leanne Krawchuk (corporate), John McClure (tax) and Dick Wilson (litigation).