Flex-N-Gate Bids For Ventra

VTA Acquisition Company, an indirect subsidiary of Flex-N-Gate Corporation of Urbana, Illinois, a privately held North American supplier of large structural steel stamped component systems for the automotive industry, has made a friendly cash take-over bid for 100 per cent of Ventra Group Inc., an international auto parts manufacturer. The deal puts a total enterprise value of $280 million on Flex-N-Gate. After an extensive auction process and after successfully defending itself against a hostile bid from Calgary-based Proprietary Industries Inc., the board of Ventura has agreed to support Flex-N-Gate\'s $1.65 per share cash offer for Ventra. The offer closed on October 1, 2001.

Blake, Cassels & Graydon LLP acted as special counsel for VTA and Flex. The Blakes team consisted of Ken Pearce, Jeff Kerbel, Les Wong, Leslie Morgan, Chris Van Loan, Neil Finkelstein, Jeff Galway, Mark Nicholson and Sue Grundy. Timothy Graham and Jim Cooke of Wilson Walker Hochberg Slopen acted as general counsel to VTA Acquisition.

Larry Spirgel of Morrison & Forester LLP provided US securities law advice. Klaus Heineman and Antoni Valverde of Freshfields Bruckhaus Deringer acted as European counsel to Flex. Margaret Nelligan of Aird & Berlis LLP acted for Dundee Securities Corporation,Flex-N-Gate\'s financial advisers. Ventra\'s legal team at Fasken Martineau DuMoulin LLP in Toronto was led by John Levin and Connie Sugiyama, and included Richard Johnston, Sean Stevens and Chris Bent. Bill Robertson of Borden Ladner Gervais LLP acted for Ventra\'s bankers, The Bank of Nova Scotia and The Toronto-Dominion Bank.