Docspace/ Critical Path $540 M Merger

The DocSpace Company Inc., an Ontario corporation, is merging via an exchangeable share deal with Critical Path Inc., a NASDAQ listed provider of e-mail services. DocSpace is the developer of a secure net based method of delivering large data files and permitting work on the data in a collaborative environment. The total consideration at the time of the transaction was valued at US$295 million comprised of cash and stock. Based on more recent stock valuations, the current market value may approximate Cdn.$540 million. The merger may be the largest Canadian Internet transaction of 1999. DocSpace is a classic Internet success story in that it was formed by 5 friends and co-workers in November of 1997 who struggled with limited resources until they caught the eye of Critical Path last year and negotiated this transaction in November, 1999 to close in early February, 2000.

Acting for DocSpace from start-up to merger is Gowling, Strathy & Henderson with the Gowlings team being led by David W. Pamenter (corporate/technology) and comprised of Sharon A. Bennett (tax), Stephen R. Clarke (trust law), Iain A. Robb (securities), Peter Carayiannis (corporate), and Rudy Morrone (corporate). U.S. counsel for DocSpace is Steve Tonsfeldt of Venture Law Group LP in Palo Alto, California. Canadian counsel for Critical Path is Gary S.A. Solway of Torys. U.S. counsel for Critical Path is Dorrian Porter of Wilson Sonsini Goodrich & Rosati PC also of Palo Alto, California. Bruce A. Marchand and Deborah L. Patterson of Patterson Palmer Hunt Murphy in Halifax are Atlantic Canada counsel for DocSpace. John Ruffolo of Arthur Andersen in Toronto is co-ordinatory cross-border tax matters.