DCI Acquisition Inc., a subsidiary of E.I. du Pont de Nemours and Company, completed its $1.4 billion takeover bid for the class A common shares, series 1 of DuPont Canada Inc. not owned by DuPont or its affiliates. The deal closed on June 17, 2003. Approximately 70.7 per cent of the more than 66 million minority shares outstanding were tendered to the offer. At the annual and special meeting of DuPont Canada’s shareholders on July 28, 99.9 per cent of the shares of DuPont Canada represented at the meeting, representing 98 per cent of the total outstanding shares, voted in favour of a second stage amalgamation transaction with no dissents registered. In the amalgamation, minority shareholders of DuPont Canada received $21.75 per common share, the same consideration paid to shareholders who tendered to DCI Acquisition Inc.’s bid for DuPont Canada in June. As a result, E.I. du Pont de Nemours and its affiliates control all the outstanding common shares of DuPont Canada, completing the going private transaction of DuPont Canada.
E.I. du Pont de Nemours was represented by in-house counsel Roger Arrington and Don McAviney; assisted in Canada, by John Petch, Q.C., Stephen Sigurdson, John Macfarlane, Manny Pressman and Katy Waugh, and Sach Davé (M&A) and David Tetreault, Manjit Singh and Lyne Gaulin (tax) of Osler, Hoskin & Harcourt LLP; and in the U.S., by Lou Kling, Thomas Greenberg and Kenneth Wolff (M&A) and David Rievman (tax) of Skadden, Arps, Slate, Meagher & Flom LLP in New York.
The special committee of DuPont Canada was represented by William Rowley, Q.C., Bob McDermott, Sean Farrell and Mary-Ann Haney of McMillan Binch LLP.
DuPont Canada was represented by in-house counsel Seymour Trachimovsky and Judith McKay; assisted by Roxanne McCormick and Aaron Atkinson (M&A), Doug Scott (corporate) and Alan Schwartz, Q.C., and William Bies (tax) of Fasken Martineau DuMoulin LLP.