On November 8, 2004, Danaher Corp., through its wholly-owned subsidiary Helen Nova Scotia Unlimited Liability Co., completed its takeover bid for Trojan Technologies Inc. Based in Washington, DC, Danaher is a leading manufacturer of process/environmental controls and tools and components. Trojan is based in London, Ontario and designs, manufactures and sells UV systems for municipal wastewater and drinking water facilities, as well as for the industrial, commercial and residential markets.
Pursuant to the bid, Danaher acquired approximately 94.3 per cent of Trojan’s outstanding common shares (on a fully-diluted basis) at $10.65 cash per share under its previously announced offer. The offer was made pursuant to the terms of an acquisition agreement between Danaher and Trojan dated September 20, 2004. Danaher’s takeover bid circular and Trojan’s directors’ circular were mailed together to Trojan shareholders on October 1, 2004. Total equity value of the transaction was approximately $247 million.
Danaher was represented by Wilmer Cutler Pickering Hale and Dorr LLP with a team comprised of Thomas Ward and David Bowsher, and by its Canadian counsel, Stikeman Elliott LLP with a team comprised of John Leopold, Marc Barbeau, Pierre-Yves Leduc, Donald Belovich and Frédéric Brassard (corporate and securities), Julie Thibault (labour), Susan Hutton (competition) and Aaron Atcheson (environment and real estate).
Trojan was represented by corporate counsel Jeff Kafka and associate counsel Rob Ashton, and by Goodmans LLP with a team that included Dale Lastman, Sheldon Freeman and Michael Partridge (corporate and securities) and Richard Annan (competition).